Exhibit 10.1


 


FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT


 


THIS FIRST AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is executed on June 8, 2020,
among braemar Hospitality Limited Partnership (formerly known as Ashford Hospitality
Prime Limited Partnership), a Delaware limited partnership (“Borrower”), braemar
hotels & resorts Inc. (formerly known as Ashford Hospitality Prime, Inc.), a Maryland corporation (the “Parent”),
each lender party hereto (collectively, “Lenders”), certain of their respective Subsidiaries party hereto
as Guarantors, and BANK OF AMERICA, N.A., as Administrative Agent (“Administrative Agent”).


 


R E C I T A L S


 


1.        Borrower,
Parent, Administrative Agent, and Lenders are parties to that certain Second Amended and Restated Credit Agreement (as modified,
amended, renewed, extended, and/or restated, the “Credit Agreement”) dated as of October 25, 2019.


 


2.        The
parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein.


 


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


 


1.        Terms
and References. Unless otherwise stated in this Amendment (a) terms defined in the Credit Agreement have the same meanings
when used in this Amendment, and (b) references to “Sections” are to the Credit Agreement’s sections.


 


2.        Amendments
to the Credit Agreement. On and as of the date hereof, the Credit Agreement is hereby amended in its entirety (including schedules
and exhibits thereto) as set forth in Exhibit A attached hereto.


 


3.        Amendments
to other Loan Documents.


 


(a)       All
references in the Loan Documents to the Credit Agreement shall henceforth include references to the Credit Agreement, as modified
and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.


 


(b)       Any
and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically
addressed herein, so as to conform to the amendments and modifications set forth herein.


 


4.        Conditions
Precedent. This Amendment shall not be effective unless and until:


 


(a)       Administrative
Agent receives an original of this Amendment executed by Borrower, Parent, Guarantors, Administrative Agent, and Lenders;


 


(b)       Administrative
Agent receives a certificate of Responsible Officers of each Loan Party evidencing formation and organization of such Loan Parties,
evidencing identity, authority and capacity of each Responsible Officer thereof in connection with this Amendment and the other
Loan Documents, and certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible
Officers of each Loan Party as Administrative Agent may require;


 






    	First Amendment to Second Amended
and Restated Credit Agreement




    -2-


    

 


(c)       Administrative
Agent receives evidence dated within 30 days as of the date hereof that each Loan Party is validly existing, in good standing and
qualified to engage in business in its jurisdiction of formation and each jurisdiction where its ownership, lease or operation
of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect;


 


(d)       Administrative
Agent receives a favorable opinion of Jackson Walker LLP, counsel to the Loan Parties, addressed to Administrative Agent and each
Lender, as to the matters set forth in the Credit Agreement, as amended hereby;


 


(e)       the
representations and warranties in the Credit Agreement, as amended by this Amendment, and each other Loan Document are true and
correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the date of
this Amendment as though made as of the date of this Amendment except to the extent that (i) any of them speak to a different
specific date or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted
by the Credit Agreement;


 


(f)       Borrower
shall have prepaid the Revolving Credit Loans, together with accrued but unpaid interest thereon, in an amount sufficient so that
the Outstanding Amount of Revolving Credit Loans as of the First Amendment Effective Date does not exceed $65,000,000;


 


(g)       Borrower
shall have paid to Administrative Agent, for the ratable benefit of Lenders, all unused fees calculated as set forth in Section 2.09(a) of the Credit Agreement and accrued but unpaid as of the date hereof; and


 


(h)       after
giving effect to this Amendment, no Default or Event of Default exists.


 


5.        Ratifications.
Each of Borrower and Parent (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies
and confirms that all guaranties, assurances, and Liens granted, conveyed, or assigned to Administrative Agent for the benefit
of Lenders under the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to
guarantee, assure, and secure full payment and performance of the present and future obligations of Borrower, Parent and each Guarantor
under the Credit Agreement and the Loan Documents, and (c) agrees to perform such acts and duly authorize, execute, acknowledge,
deliver, file, and record such additional documents, and certificates as Administrative Agent may request in order to create, perfect,
preserve, and protect those guaranties, assurances, and Liens.


 


6.        Representations.
Each of Borrower and Parent represents and warrants to Administrative Agent and Lenders that as of the date of this Amendment:
(a) this Amendment has been duly authorized, executed, and delivered by Borrower, Parent, and each Guarantor; (b) no
action of, or filing with, any governmental authority is required to authorize, or is otherwise required in connection with, the
execution, delivery, and performance by Borrowers, Parent, or Guarantors of this Amendment; (c) the Loan Documents, as amended
by this Amendment, are valid and binding upon Borrower, Parent, and Guarantors and are enforceable against Borrower, Parent, and
Guarantors in accordance with their respective terms, except as limited by Debtor Relief Laws; (d) the execution, delivery,
and performance by Borrower, Parent, and Guarantors of this Amendment does not require the consent of any other Person and do not
and will not constitute a violation of any laws, agreements, or understandings to which Borrower, Parent, or any Guarantor is a
party or by which Borrower, Parent, or any Guarantor is bound; (e) all representations and warranties in the Loan Documents
are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) except (i) to
the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date or (ii) the facts on which any of them were based have been changed by transactions contemplated
or permitted by the Credit Agreement or by the effects of COVID-19 pandemic; and (f) after giving effect to this Amendment,
no Default or Event of Default exists.


 








    	First Amendment to Second Amended
and Restated Credit Agreement




    -2-


    

 


7.        Continued
Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement and the other Loan
Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable
and binding in accordance with their respective terms.


 


8.        Miscellaneous.
Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include
each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions,
(c) this Amendment shall be subject to the provisions regarding choice of law, submission to jurisdiction, waiver of venue,
service of process, and waiver of jury trial set forth in Section 11.14 and 11.15 of the Credit
Agreement, and such provisions are incorporated herein by this reference, mutatis mutandis, (d) if any part of this
Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this
Amendment may be executed in any number of counterparts (originals or facsimile copies followed by original executed counterparts
within two (2) Business Days, but the failure to deliver original executed counterparts shall not affect the validity, enforceability,
and binding effect of this Amendment) with the same effect as if all signatories had signed the same document, and all of those
counterparts must be construed together to constitute the same document. Borrower shall pay the reasonable fees and expenses
of counsel for Administrative Agent incurred in connection with this Amendment in accordance with Section 11.04
of the Credit Agreement.


 


9.        Release.
The Loan Parties hereby acknowledge that, as of the date hereof, the Obligations under the Credit Agreement and under the other
Loan Documents are absolute and unconditional without any right of rescission, setoff, counterclaim, defense, offset, cross-complaint,
claim or demand of any kind or nature from Administrative Agent. Borrower and Parent hereby voluntarily and knowingly release and
forever discharge agents, employees, successors, and assigns (collectively, the “Released Parties”) from all
possible claims, demands, actions, causes of action, damages, costs, expenses, and liabilities whatsoever arising from or whether
known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent, or conditional, at law or in equity,
originating in whole or in part on or before the date hereof which any Loan Party may now or hereafter have against the Released
Parties, if any, and irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise,
including, without limitation, any contracting for, charging, taking, reserving, collecting, or receiving interest in excess of
the highest lawful rate applicable.


 








    	First Amendment to Second Amended
and Restated Credit Agreement




    -3-


    

 


10.        Electronic
Signatures. This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement,
disclosure or authorization related to this Amendment (each a “Communication”), including Communications required
to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of Borrower,
Parent, and each Guarantor agrees that any Electronic Signature on or associated with any Communication shall be valid and binding
on Borrower, Parent, and each Guarantor to the same extent as a manual signature, and that any Communication entered into by Electronic
Signature, will constitute the legal, valid and binding obligation of Borrower, Parent, and each Guarantor enforceable against
such in accordance with the terms thereof to the same extent as if manually executed. Any Communication may be executed in as
many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are
one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include use or acceptance
by Administrative Agent and each of the Lenders of a manually signed paper Communication 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. Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication
in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary
course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic
Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect,
validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, Administrative Agent
is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Administrative
Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent
Administrative Agent has agreed to accept such Electronic Signature, Administrative Agent and each of the Lenders shall be entitled
to rely on any such Electronic Signature purportedly given by or on behalf of Borrower, Parent, or any Guarantor without further
verification and (b) upon the request of Administrative Agent or any Lender, any Electronic Signature shall be promptly 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.


 


11.        First
Amendment Date Prepayment. Administrative Agent and Lenders hereby waive the required notice for prepayments set forth in Section 2.05(a) of
the Credit Agreement solely with respect to the prepayment required on the date hereof pursuant to Section 4(f) of
this Amendment.


 


12.        Entireties.
The Credit Agreement as amended by this Amendment represents the final agreement among the parties about the subject matter of
the Credit Agreement as amended by this Amendment 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.


 


13.        Parties.
 This Amendment binds and inures to Borrower, Parent, Administrative Agent, each Lender, and their respective successors and
permitted assigns.


 


[Remainder of Page Intentionally
Left Blank; Signature Pages to Follow]


 








    	First Amendment to Second Amended
and Restated Credit Agreement




    


    

 


EXECUTED as of the date first stated above.


 


BORROWER:


 


BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited
liability company


 


	By:	Braemar OP General Partner LLC, its general partner	 
	 
	By:	/s/ Robert G. Haiman	 
	 	Name:	Robert G. Haiman	 
	 	Title:	Executive Vice President, General 

General Counsel and Secretary	 




 


PARENT:


 


BRAEMAR HOTELS & RESORTS INC., a Nevada corporation


 


	By:	/s/ Robert G. Haiman	 
	 	Name:	Robert G. Haiman	 
	 	Title:	Executive Vice President, General
 General Counsel and Secretary	 




 


Signature Page to 


First Amendment to Second Amended
and Restated Credit Agreement


 






    	




    


    

 


ADMINISTRATIVE AGENT:


 


BANK OF AMERICA, N.A., as Administrative
Agent


 


	By:	/s/ Suzanne E. Pickett	 
	 	Suzanne E. Pickett	 
	 	Senior Vice President	 




 


Signature Page to 


First Amendment
to Second Amended and Restated Credit Agreement


 







    	




    


    

 


LENDERS:


 


BANK OF AMERICA, N.A., as a Lender


 


	By:	/s/ Suzanne E. Pickett	 
	 	Suzanne E. Pickett	 
	 	Senior Vice President	 




 


Signature Page to 


First Amendment
to Second Amended and Restated Credit Agreement


 






    	




    


    

 


keybank
national association, as a Lender


 


	By:	/s/ Michael P. Szuba	 
	 	Name:	Michael P. Szuba	 
	 	Title:	 Senior Vice President	 




 


Signature Page to 


First Amendment to Second Amended
and Restated Credit Agreement


 






    	




    


    

 


MORGAN
STANLEY SENIOR FUNDING, INC., as a Lender


 


	By:	/s/ Jack Kuhns	 
	 	Name:	Jack Kuhns	 
	 	Title:	Vice President	 




 


Signature Page to 


First Amendment
to Second Amended and Restated Credit Agreement


 






    	




    


    

 


To induce the Administrative Agent and
Lenders to enter into this Amendment, the undersigned (a) consents and agrees to the Amendment’s execution and delivery,
(b) ratifies and confirms that all guaranties, assurances, and liens granted, conveyed, or assigned to Administrative Agent
and Lenders under the Loan Documents are not released, diminished, impaired, reduced, or otherwise adversely affected by the Amendment
and continue to guarantee, assure, and secure the full payment and performance of all present and future Obligations, (c) agrees
to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional guaranties, assignments,
security agreements, deeds of trust, mortgages, and other agreements, documents, instruments, and certificates as Administrative
Agent may reasonably deem necessary or appropriate in order to create, perfect, preserve, and protect those guaranties, assurances,
and liens, (d) waives notice of acceptance of this consent and agreement, which consent and agreement binds the undersigned
and its successors and permitted assigns and inures to the Administrative Agent and Lenders and their respective successors and
permitted assigns, and (e) ratifies and confirms the release contained in Section 9 herein and the agreement
regarding electronic signatures contained in Section 10 herein.


 


GUARANTORS:


 


BRAEMAR OP LIMITED PARTNER LLC 


BRAEMAR OP GENERAL PARTNER LLC 


ASHFORD HHC III LLC


 


	By:	/s/ Robert G. Haiman	 
	 	Name:	 Robert G. Haiman	 
	 	Title:	 Authorized Officer	 




 


BRAEMAR TRS CORPORATION


 


	By:	/s/ Deric Eubanks	 
	 	Name:	Deric Eubanks	 
	 	Title:	President	 




 


Signature Page to 


First Amendment to Second Amended
and Restated Credit Agreement


 






    	




     


    

 


Exhibit A


 


 



 


Published CUSIP Number: 10482AAA1


 


second
Amended and Restated CREDIT AGREEMENT


 


Dated as of October 25, 2019


 


among


 


BRAEMAR HOSPITALITY LIMITED PARTNERSHIP,

as the Borrower,


 


BRAEMAR
HOTELS & resorts Inc.,

as the Parent,


 


BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and


L/C Issuer,


 


and


 


The Other Lenders Party Hereto


 


BOFA SECURITIES, INC.,

as Sole Lead Arranger and Sole Bookrunner


 


KeyBank
National Association,

as Syndication Agent


 


 






 






     


     


    

 


TABLE OF
CONTENTS


 


	Section	Page
	Article I. Definitions and Accounting Terms	1
	1.01   Defined Terms	1
	1.02   Other Interpretive Provisions	30
	1.03   Accounting Terms	30
	1.04   Rounding	31
	1.05   Times of Day; Rates	32
	1.06   Letter of Credit Amounts	32
	Article II. The Commitments and Credit Extensions	32
	2.01   The Revolving Credit Loans	32
	2.02   Borrowings, Conversions and Continuations of Loans	32
	2.03   Letters of Credit	34
	2.04   Swing Line Loans	41
	2.05   Prepayments	44
	2.06   Termination or Reduction of Commitments	45
	2.07   Repayment of Loans	45
	2.08   Interest	46
	2.09   Fees	46
	2.10   Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin	47
	2.11   Evidence of Debt	48
	2.12   Payments Generally; Administrative Agent’s Clawback	48
	2.13   Sharing of Payments by Lenders	50
	2.14   [Intentionally Deleted]	50
	2.15   [Intentionally Deleted]	50
	2.16   Cash Collateral	50
	2.17   Defaulting Lenders	52
	Article III. Taxes, Yield Protection and Illegality	54
	3.01   Taxes	54
	3.02   Illegality	58
	3.03   Inability to Determine Rates	58
	3.04   Increased Costs; Reserves on Eurodollar Rate Loans	60
	3.05   Compensation for Losses	62
	3.06   Mitigation Obligations; Replacement of Lenders	62
	3.07   Survival	63
	Article IV. Conditions Precedent To Credit Extensions	63
	4.01   Conditions of Initial Credit Extension	63
	4.02   Conditions to All Credit Extensions	65
	Article V. Representations and Warranties	66
	5.01   Existence, Qualification and Power	66
	5.02   Authorization; No Contravention	66
	5.03   Governmental Authorization; Other Consents	66
	5.04   Binding Effect	67
	5.05   Financial Statements; No Material Adverse Effect	67
	5.06   Litigation	67



 






    i


     


    

 


	5.07   No Default	67
	5.08   Ownership of Property; Liens; Investments	68
	5.09   Environmental Compliance	68
	5.10   Insurance	69
	5.11   Taxes	69
	5.12   ERISA Compliance	69
	5.13   Subsidiaries and JV Subsidiaries; Equity Interests; Loan Parties	70
	5.14   Margin Regulations; Investment Company Act	70
	5.15   Disclosure	71
	5.16   Compliance with Laws	71
	5.17   Taxpayer Identification Number	71
	5.18   Intellectual Property; Licenses, Etc.	71
	5.19   Solvency	71
	5.20   Casualty, Etc.	72
	5.21   Labor Matters	72
	5.22   Collateral Documents	72
	5.23   OFAC	72
	5.24   Nature of Business	72
	5.25   Anti-Corruption Laws	72
	5.26   EEA Financial Institutions	72
	5.27   Covered Entity	72
	Article VI. Affirmative Covenants	72
	6.01   Financial Statements	73
	6.02   Certificates; Other Information	73
	6.03   Notices	76
	6.04   Payment of Obligations	76
	6.05   Preservation of Existence, Etc.	76
	6.06   Maintenance of Properties	76
	6.07   Maintenance of Insurance	77
	6.08   Compliance with Laws	77
	6.09   Books and Records	77
	6.10   Inspection Rights	77
	6.11   Use of Proceeds	77
	6.12   Covenant to Guarantee Obligations and Give Security	77
	6.13   Compliance with Environmental Laws	78
	6.14   Further Assurances	79
	6.15   Compliance with Terms of Leaseholds	79
	6.16   Lien Searches	79
	6.17   Material Contracts	79
	6.18   Cash Collateral Accounts	79
	6.19   Maintenance of Listing	79
	6.20   Anti-Corruption Laws; Sanctions	79
	Article VII. Negative Covenants	80
	7.01   Liens	80
	7.02   Indebtedness	81
	7.03   Investments	81
	7.04   Fundamental Changes	81
	7.05   Dispositions	82
	7.06   Restricted Payments	82



 






    ii


     


    

 


	7.07   Change in Nature of Business	82
	7.08   Transactions with Affiliates	82
	7.09   Burdensome Agreements	83
	7.10   Use of Proceeds	83
	7.11   Financial Covenants	83
	7.12   Capital Expenditures	84
	7.13   Amendments of Organization Documents	84
	7.14   Accounting Changes	84
	7.15   Sanctions	84
	7.16   Anti-Corruption Laws	84
	7.17   Enhanced Negative Covenants	84
	Article VIII. Events of Default and Remedies	85
	8.01   Events of Default	85
	8.02   Remedies Upon Event of Default	88
	8.03   Application of Funds	88
	Article IX. Administrative Agent	89
	9.01   Appointment and Authority	89
	9.02   Rights as a Lender	90
	9.03   Exculpatory Provisions	90
	9.04   Reliance by Administrative Agent	91
	9.05   Delegation of Duties	91
	9.06   Resignation of Administrative Agent	92
	9.07   Non-Reliance on Administrative Agent, the Arranger and the Other Lenders	93
	9.08   No Other Duties, Etc.	94
	9.09   Administrative Agent May File Proofs of Claim	94
	9.10   Collateral and Guaranty Matters	95
	9.11   Releases	95
	9.12   Secured Hedge Agreements	96
	9.13   Certain ERISA Matters	97
	Article X. Continuing Guaranty	97
	10.01   Guaranty	97
	10.02   Rights of Lenders	98
	10.03   Certain Waivers	98
	10.04   Obligations Independent	98
	10.05   Subrogation	98
	10.06   Termination; Reinstatement	99
	10.07   Subordination	99
	10.08   Stay of Acceleration	99
	10.09   Condition of Borrower	99
	Article XI. Miscellaneous	99
	11.01   Amendments, Etc.	99
	11.02   Notices; Effectiveness; Electronic Communication	101
	11.03   No Waiver; Cumulative Remedies; Enforcement	103
	11.04   Expenses; Indemnity; Damage Waiver	103
	11.05   Payments Set Aside	105
	11.06   Successors and Assigns	106
	11.07   Treatment of Certain Information; Confidentiality	110



 






    iii


     


    

 


	11.08   Right of Setoff	111
	11.09   Interest Rate Limitation	111
	11.10   Counterparts; Integration; Effectiveness	112
	11.11   Survival of Representations and Warranties	112
	11.12   Severability	112
	11.13   Replacement of Lenders	112
	11.14   Governing Law; Jurisdiction; Etc.	113
	11.15   Waiver of Jury Trial	114
	11.16   No Advisory or Fiduciary Responsibility	114
	11.17   Electronic Execution of Assignments and Certain Other Documents	115
	11.18   USA PATRIOT Act	115
	11.19   Time of the Essence	115
	11.20   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	115
	11.21   Acknowledgement Regarding Any Supported QFCs	116
	11.22   Amendment and Restatement of Existing Credit Agreement	117
	11.23   ENTIRE AGREEMENT	117


 


	SCHEDULES	 
	 	 
	2.01(a)	Commitments and Applicable Percentage
	2.01(b)	Letter of Credit Commitments
	5.06	Litigation
	5.08(b)	Existing Liens
	5.08(c)	Owned and Ground Leased Real Property
	5.08(d)	Existing Investments
	5.09	Environmental Matters
	5.12(d)	ERISA Matters
	5.13	Subsidiaries and JV Subsidiaries and Other Equity Investments; Loan Parties
	5.18	Intellectual Property Matters
	7.09	Burdensome Agreements
	11.02	Administrative Agent’s Office, Certain Addresses for Notices
	 	 
	EXHIBITS	 
	 	 
	Form of	 
	 	 
	A	Committed Loan Notice
	B	[Intentionally deleted.]
	C	Note
	D	Compliance Certificate
	E-1	Assignment and Assumption
	E-2	Administrative Questionnaire
	F-1	Guaranty
	F-2	Borrower Guaranty
	G	Security Agreement
	H	Pledge Agreement
	I	Opinion Matters – Counsel to Loan Parties
	J	U.S. Tax Compliance Certificates
	K	Solvency Certificate
	L	Notice of Loan Prepayment
	M	Liquidity Compliance Certificate



 






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SECOND Amended
and Restated CREDIT AGREEMENT


 


This SECOND Amended
and Restated CREDIT AGREEMENT (“Agreement”) is entered into as of October 25, 2019, among braemar
Hospitality Limited Partnership (formerly known as Ashford Hospitality Prime Limited Partnership), a Delaware limited partnership
(the “Borrower”), braemar hotels & resorts Inc. (formerly
known as Ashford Hospitality Prime, Inc.), a Maryland corporation (the “Parent”), each lender from time
to time party hereto (collectively, the “Lenders” and individually, a “Lender”),
and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


Preliminary
Statements


 


The Borrower, the Parent,
Bank of America, as Administrative Agent, Swing Line Lender, and L/C Issuer, and certain Lenders are parties to that certain Amended
and Restated Credit Agreement dated as of November 10, 2016 (as modified and amended prior to the date hereof, the “Existing
Credit Agreement”).


 


The parties hereto
desire to amend and restate the Existing Credit Agreement in its entirety.


 


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


 


Article I.


Definitions
and Accounting Terms


 


1.01      
Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:


 


“Adjusted
TAV” means, without duplication, as of any date of determination, for the Consolidated Parties on a consolidated
basis, the sum of: (a) the Operating Property Value of all Real Properties owned by the Consolidated Parties as of such
date of determination; (b) the undepreciated cost (after any impairments) in accordance with GAAP of all mortgage or real
estate-related loan assets and undeveloped or speculative land owned by the Consolidated Parties as of such date of determination;
and (c) the contract purchase price for all assets under contract for purchase (to the extent included in Consolidated Funded
Indebtedness) as of such date of determination. The Borrower’s pro rata share of Adjusted TAV of a JV Subsidiary shall be
included in the determination of Adjusted TAV.


 


“Adjustment”
has the meaning specified in Section 3.03(c).


 


“Administrative
Agent” means Bank of America (as hereafter defined) in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent.


 


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


 


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


 


“Advisor”
means Ashford Hospitality Advisors LLC, a Delaware limited liability company, and its successors and assigns.


 






    


     


    

 


“Advisory
Agreement” means that certain Fifth Amended and Restated Advisory Agreement dated as of April 23, 2018, by and among
Advisor, Borrower and Parent, as amended pursuant to that certain Enhanced Return Funding Program Agreement and Amendment No. 1
to the Fifth Amended and Restated Advisory Agreement dated as of January 15, 2019, by and among Advisor, Borrower and Parent, as
further amended or assigned from time to time.


 


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


 


“Aggregate
Commitments” means the Commitments of all the Lenders, which on the First Amendment Effective Date equal $65,000,000.


 


“Agreement”
means this Credit Agreement.


 


“AINC Investment”
means, as of the last day of any fiscal quarter prior to Ashford Inc.’s direct or indirect purchase of Remington Lodging
 & Hospitality, LLC, a Texas limited liability company’s hotel management business, the ownership of the Parent or its
Subsidiaries of the publicly traded shares in Ashford Inc. For purposes of covenant compliance, the amount of any AINC Investment
shall be valued at the then current market value, calculated by taking the product of the Ashford Inc. share price as of the last
day of such fiscal quarter and the number of shares owned by Parent and its Subsidiaries as of the last day of such fiscal quarter.


 


“Applicable
Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place)
of (a) on the First Amendment Effective Date, the Aggregate Commitments represented by such Lender’s Commitment at such time,
as any such Applicable Percentage may be adjusted as provided in Section 2.17 and (b) thereafter, the Total
Outstandings represented by the Outstanding Amount of such Lender’s outstanding Loans at such time. The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01(a) or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 


“Applicable
Margin” means (a) from the First Amendment Effective Date up to, but not including, the last day of the Waiver Period,
a percentage per annum equal to (i) three and one half percent (3.50%) with respect to Eurodollar Rate Loans and (ii) two and one
half percent (2.50%) with respect to Base Rate Loans and (b) at all other times, the applicable percentage per annum set forth
below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received
by the Administrative Agent pursuant to Section 6.02(a):


 


	Applicable Margin
	Pricing

 Level	Consolidated 

Leverage Ratio	Eurodollar 

Rate	
        Base Rate

	1	< 4.00x	2.25%	1.25%
	2	>4.00 but <5.00x	2.50%	1.50%
	3	>5.00x but <5.50x	2.75%	1.75%
	4	>5.50x but ≤6.00x	3.25%	2.25%
	5	>6.00x	3.50%	2.50%



 






    2


     


    

 


Any increase or decrease
in the Applicable Margin resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided,
however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request
of the Required Lenders, Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate
was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate
is delivered. The Applicable Margin in effect from the Closing Date until adjusted as set forth above shall be set at Pricing Level
5. The Applicable Margin in effect commencing on the last day of the Waiver Period until adjusted as set forth above shall be set
at the applicable Pricing Level based upon the Consolidated Leverage Ratio as set forth in the Compliance Certificate delivered
pursuant to Section 6.02(a) for the fiscal quarter ending June 30, 2021.


 


Notwithstanding anything
to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the
provisions of Section 2.10(b).


 


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


 


“Arranger”
means BofA Securities, Inc. (or any of its designated affiliates), in its capacity as sole lead arranger and sole bookrunner.


 


“Ashford
Inc.” means Ashford Inc., a Maryland corporation.


 


“Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed
by the same investment advisor or by investment advisors that are Affiliates.


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit E-1 or any other form (including electronic documentation generated by use of an electronic
platform) approved by the Administrative Agent.


 


“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 or similar payments under the relevant lease or
other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease.


 


“Audited
Financial Statements” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal
year ended December 31, 2018, and the related consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto.


 


“Availability
Period” means the period from and including the Closing Date to the earliest of (i) the Maturity Date, (ii) the
date of termination of the Aggregate Commitments pursuant to Section  2.06, and (iii) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
Section  8.02. Notwithstanding the foregoing, the Availability Period shall end on and as of the First Amendment
Effective Date.


 






    3


     


    

 


“Available
Cash” means as of any date of determination, all cash of the Consolidated Parties on such date that (a) does not
appear (or would not be required to appear) as “restricted” on a balance sheet of the Consolidated Parties, (b) is
not subject to a Lien in favor of any Person other than Liens granted to the Administrative Agent and statutory Liens in favor
of any depositary bank where such cash is maintained, (c) does not consist of or constitute “deposits” or sums legally
held by any Consolidated Parties in trust for another Person, (d) is not subject to any contractual restriction or obligation regarding
the payment thereof for a particular purpose (including insurance proceeds that are required to be used in connection with the
repair, restoration or replacement of any property of any Consolidated Party), and (e) is otherwise generally available for use
by the Consolidated Parties.


 


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


 


“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.


 


“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%. 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 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 alternative rate pursuant to Section 3.03, then the Base Rate shall be the greater
of clauses (a) and (b) above and shall be determined without reference to clause (c)
above.


 


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


 


“Base Rate
Revolving Loan” means a Revolving Credit Loan that is a Base Rate Loan.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership
Regulation.


 


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


 


“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 and subject to 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”.


 


“BHC Act
Affiliate” has the meaning specified in Section 11.21.


 


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


 






    4


     


    

 



 


“Borrower
Materials” has the meaning specified in Section  6.02.


 


“Borrowing”
means a Revolving Credit Borrowing or a Swing Line Borrowing, as the context may require.


 


“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 Loan, 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 Collateral
Account” means a blocked, non-interest bearing deposit account for Cash Collateral of one or more of the Loan Parties
at Bank of America (or another commercial bank satisfying the requirements of Section  6.18) in the name of
the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner
satisfactory to the Administrative Agent.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Swing
Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or
obligations of the Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account
balances or, if the Administrative Agent, the L/C Issuer or Swing Line Lender shall agree in their sole discretion, other credit
support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the
L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative
to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries or Controlled JV
Subsidiaries:


 


(a)       readily
marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and
credit of the United States is pledged in support thereof;


 


(b)       time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i)(A) is a Lender
or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal
banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of
Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated
as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000,
in each case with maturities of not more than 180 days from the date of acquisition thereof;


 


(c)       commercial
paper issued by any Person 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 at least “A-1” (or the then equivalent grade) by S&P, in each
case with maturities of not more than 180 days from the date of acquisition thereof; and


 






    5


     


    

 


(d)       Investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries or Controlled JV Subsidiaries,
in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions
that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to
Investments of the character, quality and maturity described in clauses (a), (b) and (c)
of this definition.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.


 


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


 


“CFC”
means a Person that is a controlled foreign corporation under Section 957 of the Code.


 


“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 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 an event or series of events by which:


 


(a)       any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to
have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right
is exercisable immediately or only after the passage of time (such right, an “option right”)), directly
or indirectly, of 35% or more of the equity securities of the Parent entitled to vote for members of the board of directors or
equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such securities that such “person”
or “group” has the right to acquire pursuant to any option right); or


 


(b)       during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of
the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first
day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals
referred to in clause (i) above constituting at the time of such election or nomination at least a majority
of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing
body was approved by individuals referred to in clauses (i) and (ii) above constituting at the
time of such election or nomination at least a majority of that board or equivalent governing body; or


 






    6


     


    

 


(c)       the
Parent shall cease, directly or indirectly, to Control the Borrower.


 


“Closing
Date” means the first date all the conditions precedent in Section  4.01 are satisfied or waived
in accordance with Section  11.01.


 


“CMBS Indebtedness”
means, collectively, the Indebtedness identified on Schedule 5.08(b) as CMBS Indebtedness.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is or is intended
under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the
Secured Parties.


 


“Collateral
Documents” means, collectively, the Security Agreement, the Pledge Agreement, each of the collateral assignments,
security agreements, pledge agreements, any amendments or supplements thereto or other similar agreements delivered to the Administrative
Agent pursuant to Section  6.12, and each of the other agreements, instruments or documents that relates to
any of the foregoing or creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured
Parties.


 


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


 


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


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit D or in such other form
as may be agreed by Borrower and Administrative Agent.


 


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


 


“Consolidated
Adjusted EBITDA” means, for any period, for the Consolidated Parties on a consolidated basis, EBITDA less an annual
replacement reserve equal to 4% of gross property revenues (or pro rata share of gross property revenues from JV Subsidiaries)
in the aggregate.


 


“Consolidated
Debt to TAV Ratio” means, as of any date, the ratio of (a) Consolidated Funded Indebtedness minus the
amount of all Available Cash in excess of $10,000,000 as of such date of determination to (b) Adjusted TAV.


 






    7


     


    

 


“Consolidated
Fixed Charge Coverage Ratio” means, without duplication, as of any date of determination, the ratio of (a) Consolidated
Adjusted EBITDA for the previous four consecutive fiscal quarters ending on such date to (b) Consolidated Fixed Charges
for such period. For purposes of this calculation only, cash gains and other income (losses) in respect of Swap Contracts and foreign
currency hedges realized during any applicable period shall be (i) deducted from (added to) Consolidated Adjusted EBITDA for such
period but only to the extent included in net income when determining Consolidated Adjusted EBITDA and (ii) deducted from (added
to) Consolidated Fixed Charges for such period; provided that for purposes of calculating the Consolidated Fixed Charge
Coverage Ratio as of the last day of the fiscal quarters ending June 30, 2021, September, 30, 2021 and December 31, 2021, Consolidated
Adjusted EBITDA shall be annualized based upon the three (3) month period ended June 30, 2021, the six (6) month period ended September
30, 2021 and the nine (9) month period ended December 31, 2021, respectively.


 


“Consolidated
Fixed Charges” means, for any period, for the Consolidated Parties on a consolidated basis, the sum of (a) Consolidated
Interest Charges for such period, plus (b) current regularly scheduled principal payments on Consolidated Funded Indebtedness
for such period (including, for purposes hereof, current scheduled reductions in commitments, but excluding any payment of principal
under the Loan Documents, any “balloon” payment or final payment at maturity that is significantly larger than the
scheduled payments that preceded it and any amounts paid under a cash flow mortgage applied to principal), plus (c) dividends
and distributions paid in cash on preferred stock by the Consolidated Parties on a consolidated basis for such period determined
in accordance with GAAP. Preferred stock shall not include any equity in a JV Subsidiary that provides for distributions on account
of such equity in accordance with a waterfall provision, priority distribution provision, sequential distribution provision or
other similar provision as set forth in the joint venture agreement. The Borrower’s pro rata share of Consolidated Fixed
Charges of a JV Subsidiary shall be included in the determination of Consolidated Fixed Charges.


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, without duplication, the sum of (a) the outstanding
principal amount of all obligations of the Consolidated Parties on a consolidated basis (other than trade debt incurred in the
ordinary course of business not past due for more than 90 days), whether current or long-term, for borrowed money (including all
obligations hereunder and under the other Loan Documents) and all obligations of the Consolidated Parties on a consolidated basis
evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness of the
Consolidated Parties on a consolidated basis, (c) all obligations of the Consolidated Parties on a consolidated basis arising under
letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments,
(d) all obligations of the Consolidated Parties on a consolidated basis in respect of forward purchase agreements or the deferred
purchase price of any property or services (other than trade accounts payable in the ordinary course of business), in each case
evidenced by a binding agreement, (e) Attributable Indebtedness of the Consolidated Parties on a consolidated basis in respect
of Capitalized Leases and Synthetic Lease Obligations (the amount of a Capitalized Lease is the capitalized amount of such obligation
as would be required to be reflected on a balance sheet prepared in accordance with GAAP, as GAAP is in effect as of the Closing
Date), (f) obligations (which will increase Consolidated Funded Indebtedness) and assets (which will decrease Consolidated Funded
Indebtedness) under any Swap Contract or foreign currency hedge, in an amount equal to the Swap Termination Value thereof (net
of any cash or Cash Equivalents posted as collateral for such Swap Contracts), and (g) without duplication, all Guarantees of the
Consolidated Parties on a consolidated basis with respect to outstanding Consolidated Funded Indebtedness of the types specified
in clauses (a) through (f) above of Persons other than the Parent, any Subsidiary, or any JV Subsidiary (or Subsidiary thereof).
For the avoidance of doubt, Consolidated Funded Indebtedness shall not include intra-company Indebtedness. The Borrower’s
pro rata share of Consolidated Funded Indebtedness of a JV Subsidiary shall be included in the determination of Consolidated Funded
Indebtedness.


 






    8


     


    

 


“Consolidated
Interest Charges” means, for any period, the sum of (a) all interest, premium payments, debt discount, fees, charges
and related expenses of the Consolidated Parties on a consolidated basis, in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance
with GAAP, and (b) the portion of rent expense of the Consolidated Parties on a consolidated basis with respect to such period
under Capitalized Leases that is treated as interest in accordance with GAAP, as GAAP is in effect as of the Closing Date. The
Borrower’s pro rata share of Consolidated Interest Charges of a JV Subsidiary shall be included in the determination of Consolidated
Interest Charges.


 


“Consolidated
Leverage Ratio” means, without duplication, as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness less Unrestricted Cash as of such date to (b) EBITDA for the period of the four fiscal quarters most recently
ended.


 


“Consolidated
Net Income” means, for any period, the net income of the Consolidated Parties on a consolidated basis (excluding
extraordinary gains and extraordinary losses and excluding gains and losses from the sale of assets) for such period, calculated
in accordance with GAAP.


 


“Consolidated
Parties” means a collective reference to the Parent and its consolidated Subsidiaries; and “Consolidated
Party” means any one of them.


 


“Consolidated
Recourse Indebtedness” means, as of any date of determination, for the Consolidated Parties on a consolidated basis,
all Secured Indebtedness and Unsecured Indebtedness that is recourse to any Consolidated Party (except to the extent such recourse
is limited to customary non-recourse carve-outs, environmental related indemnities, and completion of capital replacements or repairs,
or otherwise constitutes Secured Indebtedness or Unsecured Indebtedness that is recourse to a Single Purpose Entity). The Borrower’s
pro rata share of Consolidated Recourse Indebtedness of a JV Subsidiary shall be included in the determination of Consolidated
Recourse Indebtedness.


 


“Consolidated
Tangible Net Worth” means, as of any date of determination, for the Consolidated Parties on a consolidated basis,
Shareholders’ Equity on that date, minus the amount of Intangible Assets, plus the amount of accumulated depreciation;
provided, however, that there shall be excluded from the calculation of “Consolidated Tangible Net Worth”
any effects resulting from the application of FASB ASC No. 715: Compensation – Retirement Benefits. Consolidated Tangible
Net Worth shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization
of intangibles pursuant to Statement of Financial Accounting Standards number 141.


 


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


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling”
and “Controlled” have meanings correlative thereto. Advisor shall not Control or be deemed to Control
Borrower or Parent by reason of the Advisory Agreement.


 


“Controlled
JV Subsidiary” means, for any Person, any corporation, partnership or other entity of which at least a majority of
the Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other individuals
performing similar functions of such corporation, partnership or other entity (without regard to the occurrence of any contingency)
is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries or Controlled JV Subsidiaries
of such Person or by such Person and one or more Subsidiaries or Controlled JV Subsidiaries of such Person, and shall include all
Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.


 






    9


     


    

 


“Covered
Entity” has the meaning specified in Section 11.21.


 


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


 


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


 


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


 


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


 


“Default
Right” has the meaning specified in Section 11.21.


 


“Defaulting
Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund
all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such
Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall
be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the
Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation
in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the
Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations
hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the
Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with
its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has,
or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity 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) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender
is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective
date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section  2.17(b)) as of the date established therefor by the Administrative Agent in a written
notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line
Lender and each other Lender promptly following such determination.


 






    10


     


    

 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of
any Sanction.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in
a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any
sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment,
transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


“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.


 


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


 


“EBITDA”
means, with respect to the Consolidated Parties on a consolidated basis for any period (without duplication) Consolidated Net Income
(loss) for such period determined on a consolidated basis, in accordance with GAAP, exclusive of the following (but only to the
extent included in determination of such Consolidated Net Income (loss)): (a) depreciation and amortization (but as to Capitalized
Leases included as an asset, only depreciation in accordance with GAAP in effect as of the Closing Date); (b) Consolidated Interest
Charges; (c) income tax expense; (d) extraordinary or non-recurring gains and losses and unrealized gains and losses; and (e) other
non-cash items, including without limitation, non-cash impairment charges, any changes in the fair market value of any Swap Contracts
and deferred compensation expense for officers and employees and amortization of stock grants. EBITDA shall be adjusted to remove
any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to Statement
of Financial Accounting Standards number 141. The Borrower’s pro rata share of EBITDA of a JV Subsidiary shall be included
in the determination of EBITDA.


 


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


 


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


 






    11


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    12


     


    

 


“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 Loan, 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 of length to such Interest Period) (“LIBOR”) as published on the applicable Reuters
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 Loan 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)               
if the Eurodollar Rate shall be less than one half of one percent (0.50%), such rate shall be deemed one half of one percent
(0.50%) for purposes of this Agreement.


 


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


 


“Event
of Default” has the meaning specified in Section  8.01.


 


“Excluded
Subsidiary” means (a) any Subsidiary (i) holding title to or beneficially owning assets which are or are intended
to become collateral for any Secured Indebtedness of such Subsidiary, or being a beneficial owner of a Subsidiary holding title
to or beneficially owning such assets (but having no material assets other than such beneficial ownership interests) and (ii) which
(x) is, or is expected to be, prohibited from guaranteeing the Indebtedness of any other Person pursuant to any document, instrument
or agreement evidencing such Secured Indebtedness or (y) is prohibited from guaranteeing the Indebtedness of any other Person pursuant
to a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational
documents as a condition or anticipated condition to the extension of such Secured Indebtedness, (b) a JV Subsidiary of which
more than 5% of the outstanding Equity Interests are owned by another person and that is prohibited from guarantying the Indebtedness
of any other person without the consent of such other person, and (c) any Subsidiary of any entity described in clause
(a) or (b) above. A Subsidiary or JV Subsidiary shall no longer be considered an Excluded Subsidiary when
it ceases to be subject to the circumstances or restrictions which caused it to be an Excluded Subsidiary.


 






    13


     


    

 


“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 or lien 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 to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined
after giving effect to Sections 22 and 24 of the Guaranty, as applicable, and any other “keepwell, support
or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations
by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest or lien,
becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than
one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty,
security interest, or lien is or becomes excluded in accordance with the first sentence of this definition. A Swap Obligation that
is an Excluded Swap Obligation with respect to a particular Guarantor shall not be an Excluded Swap Obligation with respect to
any other Loan Party unless that Swap Obligation is an Excluded Swap Obligation with respect to such other Loan Party pursuant
to the first sentence of this definition.


 


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


 


“Existing
Credit Agreement” has the meaning specified in the Preliminary Statements.


 


“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 agreements entered into pursuant to Section 1471(b)(1) of the Code and any
fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention
among Governmental Authorities entered into in connection with the implementation of the foregoing.


 


“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.


 






    14


     


    

 


“Fee Letters”
means collectively, that certain (a) Arrangement and Agency Fee Letter, dated August 27, 2019, among the Borrower, the Parent,
the Administrative Agent and the Arranger and (b) any other fee letter among the Borrower, the Parent, the Administrative Agent
and the Arranger and “Fee Letter” means any one of the Fee Letters.


 


“First
Amendment Effective Date” means June 8, 2020.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






    15


     


    

 


“Guarantors”
means, collectively, (a) the Parent, (b) all Subsidiaries and JV Subsidiaries of the Parent that have executed the Guaranty (or
an addendum thereto in the form attached to the Guaranty) or any Collateral Document, (c) with respect to Obligations owing by
any Loan Party or any Subsidiary or JV Subsidiary of a Loan Party (other than the Borrower) under any Secured Hedge Agreement,
the Borrower, and (d) with respect to the payment and performance by each Specified Loan Party (as such term is defined in the
Guaranty) of its obligations under its Guaranty with respect to all Swap Obligations, the Borrower; provided that “Guarantors”
shall not include (i) all Subsidiaries or JV Subsidiaries of the Borrower that have been released from the Guaranty or that are
not required to execute a Guaranty pursuant to the terms of this Agreement, (ii) Excluded Subsidiaries, and (iii) any CFC or a
Subsidiary that is held directly or indirectly by a CFC.


 


“Guaranty”
means, collectively, the Guaranty made by the Parent under Article X in favor of the Secured Parties, the Second
Amended and Restated Guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit F-1,
and the Second Amended and Restated Guaranty made by the Borrower in favor of the Secured Parties, substantially in the form of
Exhibit F-2, together with each other guaranty and guaranty supplement delivered pursuant to Section 
6.12.


 


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


 


“Hedge
Bank” means any Person that, at the time it enters into a Swap Contract with any Loan Party permitted under Article
VI and Article VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract.


 


“HMT”
means Her Majesty’s Treasury.


 


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


 


“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)       the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments;


 


(c)       net
obligations of such Person under any Swap Contract;


 


(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 not past due for more than 90 days);


 






    16


     


    

 


(e)       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;


 


(f)       all
Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person;


 


(g)       all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any return of capital 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, but excluding any such obligations (i)
to the extent the obligation may be satisfied by the issuance of any Equity Interests in such Person or any other Person, (ii)
constituting an Investment, including any purchase agreement to acquire a new Subsidiary or interest in a new or existing JV Subsidiary
(or Subsidiary of a JV Subsidiary), or (iii) contained in the organizational documents of a JV Subsidiary (or Subsidiary of a JV
Subsidiary); and


 


(h)       all
Guarantees of such Person in respect of any of the foregoing (other than Guarantees limited to customary non-recourse carve-outs,
environmental related indemnities, and completion of capital replacements or repairs).


 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any JV Subsidiary (other than a JV Subsidiary 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 non-recourse to such Person or such Person is itself a corporation or limited liability company. The amount of any net obligation
under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date (net of any cash or
Cash Equivalents posted as collateral for such Swap Contract).


 


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


 


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


 


“Information”
has the meaning specified in Section  11.07.


 


“Intangible
Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill,
computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized
debt discount and capitalized research and development costs.


 


“Interest
Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable
to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds
three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June,
September and December and the Maturity Date.


 






    17


     


    

 


“Interest
Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed
or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (in each
case, subject to availability), as selected by the Borrower in its Committed Loan Notice or as automatically continued pursuant
to the provisions of Section 2.02(a) hereof; provided that:


 


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


 


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


 


(c)       no
Interest Period shall extend beyond the Maturity Date.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of
assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall
be the amount of equity actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.


 


“IP Rights”
has the meaning specified in Section  5.18.


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


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


 


“JV Subsidiary”
means any entity in which Borrower owns, directly and indirectly, less than 100% of the equity interests, excluding (i) the AINC
Investment and any investment in the securities of any publicly traded company constituting less than 5% of the outstanding class
of such securities and (ii) with respect to the calculation of the financial covenants set forth in Section 7.11
hereof, the related definitions, and Section 7.03, Ashford Inc.


 


“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.


 






    18


     


    

 


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


 


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


 


“L/C Commitment”
means, with respect to the L/C Issuer, the commitment of the L/C Issuer to issue Letters of Credit hereunder. The initial amount
of the L/C Issuer’s Letter of Credit Commitment is set forth on Schedule 2.01(b). The Letter of Credit
Commitment of the L/C Issuer may be modified from time to time by agreement between the L/C Issuer and Borrower, and notified to
the Administrative Agent.


 


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


 


“L/C Issuer”
means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.


 


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


 


“Lender”
has the meaning specified in the introductory paragraph hereto and, unless the context requires otherwise, includes the Swing Line
Lender.


 


“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.


 


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


 


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


 


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


 


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


 


“Letter
of Credit Sublimit” means an amount equal to $15,000,000. The Letter of Credit Sublimit is part of, and not in addition
to, the Aggregate Commitments.


 


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


 






    19


     


    

 


“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” 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).


 


“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 Administrative Agent, to reflect
the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by Administrative Agent in
a manner substantially consistent with market practice (or, if 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 mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).


 


“Liquidity
Compliance Certificate” means a certificate substantially in the form of Exhibit M or in such
other form as may be agreed by the Borrower and the Administrative Agent.


 


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


 


“Loan Documents”
means, collectively, (a) this Agreement, (b) the Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the Fee Letters, (f)
each Issuer Document, and (g) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16.


 


“Loan Parties”
means, collectively, the Borrower and each Guarantor.


 


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


 






    20


     


    

 


“Material
Adverse Effect” means (a)  a material adverse effect upon the operations, performance, business, properties
or condition (financial or otherwise) of the Parent and its Subsidiaries and Controlled JV Subsidiaries taken as a whole; (b) a
material impairment of the ability of the Borrower or any other Loan Party taken as a whole to perform its obligations under any
Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of any material provision of any Loan Document to which it is a party.


 


“Material
Contract” means, with respect to any Person, each contract to which such Person is a party as to which the breach,
nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.


 


“Maturity
Date” means October 25, 2022; provided, however, that if such date is not a Business Day, then the
Maturity Date shall be the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case
the Maturity Date shall be the next preceding Business Day.


 


“Minimum
Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account
balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105%
of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with
respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 
2.16(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C
Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.


 


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


 


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


 


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


 


“Net Cash
Proceeds” means:


 


(a)       with
respect to any Disposition by the Borrower, the Parent, any Loan Party or any of their respective Subsidiaries, the excess, if
any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash
Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable
asset and that is required to be repaid in connection with such transaction, including any accrued interest, repayment fees or
charges due in connection with such repayment (other than Indebtedness under the Loan Documents), (B) the reasonable and customary
out-of-pocket expenses incurred by the Borrower, the Parent, such Loan Party or such Subsidiary in connection with such transaction
and (C) income taxes reasonably estimated to be actually payable within two (2) years of the date of the relevant transaction
as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant
to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition,
the aggregate amount of such excess shall constitute Net Cash Proceeds;


 


(b)       with
respect to the sale or issuance of any Equity Interest by the Borrower, the Parent, any Loan Party or any of their respective Subsidiaries,
the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the
underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by the Borrower, the
Parent, such Loan Party or such Subsidiary in connection therewith; and


 






    21


     


    

 


(c) with
respect to the incurrence or issuance of any Indebtedness by the Borrower, the Parent, any Loan Party or any of their respective
Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii)
(A) the principal amount of any Indebtedness that is refinanced, replaced and/or repaid with the proceeds of such Indebtedness,
including any accrued interest, repayment fees or charges due in connection with such refinancing, replacement and/or repayment
(other than Indebtedness under the Loan Documents), (B) the purchase price, consideration or transaction amount paid with the proceeds
of such Indebtedness in connection with a transaction that is otherwise permitted under this Agreement and for which such Indebtedness
was incurred or issued, and (C) the reasonable and customary out-of-pocket expenses incurred by the Borrower, the Parent, such
Loan Party or such Subsidiary in connection therewith.


 


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


 


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


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form
of Exhibit C.


 


“Notice
of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form
of Exhibit L 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.


 


“NPL”
means the National Priorities List under CERCLA.


 


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


 


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


 


“Operating
Property Value” means, at any date of determination, for each Real Property, the undepreciated cost (after any impairments)
in accordance with GAAP for such Real Property.


 






    22


     


    

 


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


 


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


 


“Other
Net Assets” means the greater of (i) zero and (ii) the amount equal to (a) all assets (other than cash, Cash Equivalents,
marketable securities, Real Properties and intangible assets) of the Consolidated Parties, minus (b) all liabilities (other than
Indebtedness and intangible liabilities) of the Consolidated Parties.


 


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


 


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


 


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


 


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


 


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


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Act” means the Pension Protection Act of 2006.


 


“Pension
Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment
payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension
Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and,
thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305
of ERISA.


 


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


 



    23


     


    




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


 


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


 


“Platform”
has the meaning specified in Section  6.02.


 


“Pledge
Agreement” has the meaning specified in Section  4.01(a)(iii).


 


“Pledged
Debt Instruments” has the meaning specified in Section 1 of the Security Agreement.


 


“Pledged
Equity” means the Pledged Shares and the Pledged Interests, each as defined in Section 1 of the Pledge
Agreement.


 


“Preferred
Equity” means collectively, (a) the Series B Preferred, (b) the Series D Preferred, and (c) any preferred Equity
Interests of Parent issued after the First Amendment Effective Date at the then market dividend rate and otherwise on terms and
conditions substantially similar to the Series B Preferred or the Series D Preferred.


 


“Public
Lender” has the meaning specified in Section  6.02.


 


“QFC”
has the meaning specified in Section 11.21.


 


“Real Properties”
means, at any time, a collective reference to each of the facilities and real properties owned or leased by the Borrower or any
Subsidiary or JV Subsidiary or in which any such Person has an interest at such time; and “Real Property”
means any one of such Real Properties.


 


“Recipient”
means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of
any obligation of any Loan Party hereunder.


 


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


 


“REIT”
means a Person qualifying for treatment as a “real estate investment trust” under 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 and representatives of such Person and of such Person’s Affiliates.


 


“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.


 


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


 


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


 






    24


     


    

 


 



 


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


 


“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, treasurer, assistant treasurer, controller
or other executive officer of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01,
the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II,
any other officer or employee of the applicable 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
shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part
of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property, but excluding dividends
and distributions payable in equity interests) with respect to any capital stock or other Equity Interest of the Parent, or any
payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account
of any return of capital to the Parent’s shareholders, partners or members (or the equivalent Person thereof).


 


“Revolving
Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the
case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section  2.01.


 


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


 


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


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.


 


“Sanction(s)”
means any international economic sanction administered or enforced by the United States Government (including without limitation,
OFAC), the United Nations Security Council, the European Union, HMT or other relevant sanctions authority.


 


“Scheduled
Unavailability Date” has the meaning specified in Section 3.03(c).


 


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


 






    25


     


    

 


“Secured
Hedge Agreement” means any Swap Contract permitted under Article VI and Article VII that
is entered into by and between any Loan Party and any Hedge Bank that expressly provides that it is secured by the Collateral.


 


“Secured
Indebtedness” means, for any given calculation date, without duplication, the total aggregate principal amount of
any Indebtedness of the Consolidated Parties on a consolidated basis that is secured in any manner by any Lien. The Borrower’s
pro rata share of Secured Indebtedness of a JV Subsidiary shall be included in the determination of Secured Indebtedness.


 


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


 


“Security
Agreement” has the meaning specified in Section  4.01(a)(iii).


 


“Series
B Preferred” means the 5.50% Series B Cumulative Preferred Stock of Parent, par value $0.01 per share.


 


“Series
D Preferred” means the 8.25% Series D Cumulative Preferred Stock of Parent, par value $0.01 per share.


 


“Shareholders’
Equity” means, as of any date of determination, the consolidated shareholders’ equity of the Consolidated Parties
as of that date determined in accordance with GAAP.


 


“Single
Purpose Entity” means a Person (other than an individual) that (a) owns one or more properties or assets, (b) is
engaged only in the business of owning, developing and/or leasing such properties or assets, and (c) receives substantially
all of its gross revenues from such properties or assets. In addition, if the assets of a person consists solely of (i) equity
interests in one or more Single Purpose Entities and (ii) cash and other assets of nominal value incidental to such person's
ownership of the other Single Purpose Entities, such person shall also be deemed to be a Single Purpose Entity.


 


“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”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of
such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required
to pay the probable liability of such Person on its debts as they become absolute and matured, (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, (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, and (e) such Person is able to pay
its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. 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, represents the amount that can reasonably be expected to become an actual or matured liability.


 






    26


     


    

 


“Subsidiary”
of a Person means a corporation, partnership, limited liability company or other entity in respect of which 100% of the Equity
Interests therein are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of
such Person. As used in this Agreement, the Borrower shall be deemed a Subsidiary of Parent. Unless otherwise specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Supported
QFC” has the meaning specified in Section 11.21.


 


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


 


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


 


“Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.


 


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


 


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


 


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


 






    27


     


    

 


“Swing
Line Sublimit” means an amount equal to the lesser of (a) $15,000,000 and (b) the Aggregate Commitments.
The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


“Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet
or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions),
in each case, 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).


 


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


 


“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.


 


“Threshold
Amount” means $25,000,000.


 


“Total
Asset Value” means the sum of all of the following (without duplication) of the Consolidated Parties: (a) cash, Cash
Equivalents and marketable securities, plus (b) the Operating Property Value of all Real Properties, plus (c) Other
Net Assets. The Borrower’s pro rata share of Total Asset Value of a JV Subsidiary shall be included in the determination
of Total Asset Value.


 


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


 


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


 


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


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of
issuance).


 


“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 Kington 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.


 






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


 


“Unpledgeable
Subsidiary” means (a) any Subsidiary (i) holding title to or beneficially owning assets which are or are
intended to become collateral for any Secured Indebtedness of such Subsidiary, or being a beneficial owner of a Subsidiary holding
title to or beneficially owning such assets (but having no material assets other than such beneficial ownership interests) and
(ii) the Equity Interests in which may not be pledged as security to any Person pursuant to restrictions contained in (x) any
document, instrument or agreement evidencing such Secured Indebtedness or (y) such Subsidiary’s organizational documents
included as a condition or anticipated condition to the extension of such Secured Indebtedness, (b) any JV Subsidiary of which
more than 5% of the outstanding Equity Interests are owned by another person and the Equity Interests of such JV Subsidiary may
not be pledged as security to any Person without the consent of such other person, and (c) any Subsidiary of an entity described
in clause (a) or (b) above.


 


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


 


“Unrestricted
Cash” means, as of any date of determination, without duplication, (a) all “cash and cash equivalents”
(as set forth on the balance sheet of the Parent), (b) the AINC Investment, (c) cash held by property managers, (d) amounts representing
 “Restricted Cash,” “Marketable Securities,” and “Due From Third Party Hotel Managers” (each
as set forth on the balance sheet of the Parent) of the Parent and its Subsidiaries, including its pro rata share of such amounts
of any JV Subsidiaries; provided that, “Unrestricted Cash” shall exclude the items set forth in clauses
(b), (c), and (d) above to the extent such items exceed $100,000,000 in the aggregate.


 


“Unsecured
Indebtedness” means all Indebtedness of the Consolidated Parties which is not Secured Indebtedness. The Borrower’s
pro rata share of Unsecured Indebtedness of a JV Subsidiary shall be included in the determination of Unsecured Indebtedness.


 


“Unused
Rate” means the following percentages per annum based upon the Daily Usage as set forth below:


 


	Daily Usage	Unused Rate
	<50%	0.35%
	≥50%	0.25%


 


“U.S.
Loan Party” means any Loan Party that is organized under the laws of one of the states of the United States
and that is not a CFC.


 


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


 


“U.S. Special
Resolution Regimes” has the meaning specified in Section 11.21


 


“U.S. Tax
Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3) or (4).


 


“Waiver
Period” means the period commencing on the First Amendment Effective Date and continuing through and including the
date Borrower delivers a Compliance Certificate pursuant to Section 6.02(a) for the fiscal quarter ending June 30,
2021 reflecting that the Parent is in compliance with all financial covenants set forth in Section 7.11 as of June
30, 2021 and certifying that no Default or Event of Default exists.


 


“Withholding
Agent” means the Borrower and the Administrative Agent.


 






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“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.


 


1.02           
Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:


 


(a)               
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including 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, Preliminary Statements,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules
to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified 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.


 


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


 


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


 


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. Notwithstanding
the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained
herein, Indebtedness of the Borrower and its Subsidiaries and or Controlled JV Subsidiaries shall be deemed to be carried at 100%
of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.


 






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(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 except as otherwise provided in Section
11.01(d)); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the
Lenders financial statements and other documents required under this Agreement or as 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.
Notwithstanding any other provision contained herein, all computations of amounts and ratios referred to herein shall be made in
a manner such that any obligations relating to a capitalized lease that was accounted for as an operating lease under GAAP as of
the Closing Date and any similar lease entered into after the Closing Date shall be accounted for as obligations relating to an
operating lease and not as a capitalized lease.


 


(c)               
Consolidated Leverage Ratio Calculation Conventions. Notwithstanding the above, the parties hereto acknowledge and
agree that, for purposes of all calculations made under the financial covenants set forth in Section  7.11(e),
(i) after consummation of any Disposition (A) income statement items (whether income or expense) and capital expenditures
attributable to the property disposed of or removed shall, to the extent not otherwise excluded in such income statement items
for the Consolidated Parties and the JV Subsidiaries, as applicable, in accordance with GAAP or in accordance with any defined
terms set forth in Section  1.01, be excluded as of the first day of the applicable period and (B) Indebtedness
which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (ii) after
consummation of any acquisition (A) income statement items (whether positive or negative) and capital expenditures attributable
to the Person or property acquired shall, to the extent not otherwise included in such income statement items for the Consolidated
Parties and the JV Subsidiaries, as applicable, in accordance with GAAP or in accordance with any defined terms set forth in Section 
1.01, be included to the extent relating to any period applicable in such calculations, (B) to the extent not retired
in connection with such acquisition, Indebtedness of the Person or property acquired shall be deemed to have been incurred as of
the first day of the applicable period, (iii) in connection with any incurrence of Indebtedness, any Indebtedness which is
retired in connection with such incurrence shall be excluded and deemed to have been retired as of the first day of the applicable
period and (iv) pro forma adjustments may be included to the extent that such adjustments would give effect to items that
are (1) directly attributable to the relevant transaction, (2) expected to have a continuing impact on the Consolidated
Parties and the JV Subsidiaries, as applicable, and (3) factually supportable (in the Administrative Agent’s reasonable
judgment).


 


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).


 






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


 


1.06          
Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated
amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect
at such time.


 


Article II.


The Commitments and Credit Extensions


 


2.01          
The Revolving Credit Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees
to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower in Dollars from time to time,
on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of
such Lender’s Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, the
Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment. Revolving Credit Loans may be Base Rate
Loans or Eurodollar Rate Loans, as further provided herein. Notwithstanding anything in this Agreement to the contrary, each of
the Borrower, Parent, Administrative Agent, and each Lender acknowledge and agree that, as of the First Amendment Effective Date
(x) the Outstanding Amount of Revolving Credit Loans is equal to $65,000,000, (y) all Commitments of each Lender to advance Revolving
Credit Loans hereunder are terminated and reduced to zero ($0.00), and (z) any payment or prepayment of any Revolving Credit Loans
may not be reborrowed.


 


2.02           
Borrowings, Conversions and Continuations of Loans.


 


(a)               
Each Revolving Credit Borrowing, each conversion of Revolving Credit Loans from one Type to the other, and each continuation
of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given
by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery
to Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent
not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation
of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Revolving Loans, and (ii) on the requested
date of any Borrowing of Base Rate Revolving Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 
2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Revolving Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether
the Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Loans from one Type to the other, or
a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case
may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the
Type of Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (v) if applicable, the duration
of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice for a Revolving
Credit Borrowing, then the applicable Revolving Credit Loans shall be made as a Base Rate Loan. Notwithstanding anything contained
herein to the contrary, if the Borrower fails to give a timely notice requesting a conversion or continuation of a Eurodollar Rate
Loan, then the Eurodollar Rate Loan shall be automatically continued as a Eurodollar Rate Loan with an Interest Period of one month.
If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice,
but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything
to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.


 






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(b)               
Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of
its Applicable Percentage of the applicable Revolving Credit Loans. In the case of a Revolving Credit Borrowing, each Lender shall
make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative
Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction
of the applicable conditions set forth in Section  4.02 (and, if such Borrowing is the initial Credit Extension,
Section  4.01), 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; provided, however, that if, on the date
a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding,
then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings,
and second, shall be made available to the Borrower as provided above.


 


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


 


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


 


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


 


(f)                
Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion
of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of
this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.


 






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2.03          
Letters of Credit.


 


(a)               
General. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section
2.01, the Borrower may request the L/C Issuer, in reliance on the agreements of the Lenders set forth in this Section
2.03, to issue, at any time and from time to time during the Availability Period, Letters of Credit denominated in Dollars
for its own account or the account of any of its Subsidiaries in such form as is acceptable to the L/C Issuer in its reasonable
determination. Letters of Credit issued hereunder shall constitute utilization of the Commitments. Notwithstanding anything in
this Agreement to the contrary, each of the Borrower, Parent, Administrative Agent, and each Lender acknowledge and agree that,
as of the First Amendment Effective Date (x) no Letters of Credit are outstanding hereunder, (y) all commitments of the L/C Issuer
to issue any Letters of Credit hereunder are terminated and the L/C Issuer has no obligation to issue any Letters of Credit and
(z) the Letter of Credit Sublimit is reduced to zero ($0.00).


 


(b)               
Notice of Issuance, Amendment, Extension, Reinstatement or Renewal. To request the issuance of a Letter of Credit
(or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement
of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower shall deliver (or transmit by electronic communication,
if arrangements for doing so have been approved by the L/C Issuer) to the L/C Issuer and to the Administrative Agent not later
than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may
agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case
may be a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated
or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with clause (d) of this Section
2.03), the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of
the requested Letter of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such
Letter of Credit. If requested by the L/C Issuer, the Borrower also shall submit a letter of credit application and reimbursement
agreement on the L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application and
reimbursement agreement or other agreement submitted by the Borrower to, or entered into by the Borrower with, the L/C Issuer relating
to any Letter of Credit, the terms and conditions of this Agreement shall control.


 


(c)               
Limitations on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated
or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Borrower shall
be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal
(i) the aggregate amount of the outstanding Letters of Credit issued by the L/C Issuer shall not exceed its L/C Commitment,
(ii) the aggregate L/C Obligations shall not exceed the Letter of Credit Sublimit and (iii) the Revolving Credit Exposure
of any Lender shall not exceed its Commitment.


 


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


 


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


 






    34


     


    

 


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


 


(C)             
except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated
amount less than $500,000;


 


(D)             
any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C
Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to
the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other
L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or


 


(E)              
the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.


 


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


 


(d)               
Expiration Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) the
date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration
date thereof, whether automatic or by amendment, twelve months after the then current expiration date of such Letter of Credit)
and (ii) the Letter of Credit Expiration Date.


 


(e)               
Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount
or extending the expiration date thereof), and without any further action on the part of the L/C Issuer or the Lenders, the L/C
Issuer hereby grants to each Lender, and each Lender hereby acquires from the L/C Issuer, a participation in such Letter of Credit
equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this clause (e) in respect
of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including
any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction
or termination of the Commitments.


 






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In consideration
and in furtherance of the foregoing, each Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative
Agent, for account of the L/C Issuer, such Lender’s Applicable Percentage of each L/C Disbursement made by the L/C Issuer
not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Lenders pursuant
to Section2.03(f) until such L/C Advance is reimbursed by the Borrower or at any time after any reimbursement payment
is required to be refunded to the Borrower for any reason, including after the Maturity Date. Such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section
2.02 with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the L/C Issuer the amounts so received
by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section
2.03 (f), the Administrative Agent shall distribute such payment to the L/C Issuer or, to the extent that the Lenders have
made payments pursuant to this clause (e) to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer
as their interests may appear. Any payment made by a Lender pursuant to this clause (e) to reimburse the L/C
Issuer for any L/C Advance shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/C
Advance.


 


Each Lender
further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such
Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such
Lender’s Commitment is amended pursuant to or as a result of an assignment in accordance with Section 11.06 or
otherwise pursuant to this Agreement.


 


If any Lender
fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section  2.03(d), then, without
limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds
Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in
the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate
of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e)
shall be conclusive absent manifest error.


 


(f)                
Reimbursement. If the L/C Issuer shall make any L/C Advance in respect of a Letter of Credit, the Borrower shall
reimburse the L/C Issuer in respect of such L/C Advance by paying to the Administrative Agent an amount equal to such L/C Advance
not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Advance, if such notice
is received prior to 10:00 a.m. or (ii) the Business Day immediately following the
day that the Borrower receives such notice, if such notice is not received prior to such time, provided that, if such L/C
Advance is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance
with Section  2.02 or Section  2.04 that such payment be financed with a Borrowing of Base
Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such
payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or Swing Line Loan. If the Borrower fails
to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Advance, the payment then
due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable
Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed
on the date of payment by the L/C Issuer under a Letter of Credit in an amount equal to the Unreimbursed Amount, without regard
to the minimum and multiples specified in Section  2.02 for the principal amount of Base Rate Loans, but subject
to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section  4.02
(other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to
this Section  2.03(f) may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


 






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(g)               
Obligations Absolute. The Borrower’s obligation to reimburse L/C Advances as provided in clause 
(f) of this Section  2.03 shall be absolute, unconditional and irrevocable, and shall be performed strictly
in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of:


 


(i)                
any lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or
provision herein or therein;


 


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


 


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


 


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


 


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


 


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


 


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


 






    37


     


    

 


(viii)           
any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions
of this Section  2.03, constitute a legal or equitable discharge of, or provide a right of setoff against, the
Borrower’s obligations or any of its Subsidiaries or Controlled JV Subsidiaries’ obligations hereunder.


 


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


 


None of the
Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit by the L/C Issuer or any payment or failure to
make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter
of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error
in translation or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not
be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Applicable Law) suffered by the
Borrower that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the L/C Issuer (as finally determined by a court of competent jurisdiction), the
L/C Issuer shall be deemed to have exercised care in each such determination, and that:


 


(i)                
the L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto
with a certified true copy marked as such or waive a requirement for its presentation;


 


(ii)               
the L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter
of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make
payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter
of Credit and without regard to any non-documentary condition in such Letter of Credit;


 


(iii)              
the L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment
if such documents are not in strict compliance with the terms of such Letter of Credit; and


 


(iv)              
this sentence shall establish the standard of care to be exercised by the L/C Issuer when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent
permitted by Applicable Law, any standard of care inconsistent with the foregoing).


 






    38


     


    

 


Without limiting
the foregoing, none of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability
or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected
by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) the L/C Issuer declining to take-up
documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled
not to honor or (B) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor
of such documents or (iii) the L/C Issuer retaining proceeds of a Letter of Credit based on an apparently applicable attachment
order, blocking regulation, or third-party claim notified to the L/C Issuer.


 


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


 


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


 


(i)                
Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance,
subject to Section  2.17, with its Applicable Percentage a Letter of Credit fee (the “Letter of
Credit Fee”) for each Letter of Credit equal to the Applicable Margin times the daily amount available to be drawn
under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount
of such Letter of Credit shall be determined in accordance with Section  1.06. Letter of Credit Fees shall be
(i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Margin during any quarter,
the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Margin separately
for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary contained
herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at
the Default Rate.


 






    39


     


    

 


(j)                
Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the
L/C Issuer for its own account a fronting fee with respect to each issued and outstanding Letter of Credit, at a rate per annum
equal to the greater of (i) $1,250 and (ii) 0.125%, computed on the daily amount available to be drawn under such Letter of Credit
on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March,
June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first
payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration
Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section  1.06. In addition, the Borrower
shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees,
and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are nonrefundable.


 


(k)               
Disbursement Procedures. The L/C Issuer for any Letter of Credit shall, within the time allowed by applicable Laws
or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand
for payment under such Letter of Credit. The L/C Issuer shall promptly after such examination notify the Administrative Agent and
the Borrower in writing of such demand for payment if the L/C Issuer has made or will make an L/C Advance thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the L/C Issuer
and the Lenders with respect to any such L/C Advance.


 


(l)                 
Interim Interest. If the L/C Issuer for any Letter of Credit shall make any L/C Advance, then, unless the Borrower
shall reimburse such L/C Advance in full on the date such L/C Advance is made, the unpaid amount thereof shall bear interest, for
each day from and including the date such L/C Advance is made to but excluding the date that the Borrower reimburses such L/C Advance,
at the rate per annum then applicable to Base Rate Loans; provided that if the Borrower fails to reimburse such L/C Advance
when due pursuant to clause  (f) of this Section  2.03, then Section  2.08(b)
shall apply. Interest accrued pursuant to this clause (l) shall be for account of the L/C Issuer, except that
interest accrued on and after the date of payment by any Lender pursuant to clause  (f) of this Section 
2.03 to reimburse the L/C Issuer shall be for account of such Lender to the extent of such payment.


 


(m)             
Replacement of the L/C Issuer. The L/C Issuer may be replaced at any time by written agreement between the Borrower,
the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders
of any such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced L/C Issuer pursuant to Section  2.03(i). From and after
the effective date of any such replacement, (i) the successor L/C Issuer shall have all the rights and obligations of an L/C
Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to
the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor
and all previous L/C Issuer, as the context shall require. After the replacement of the L/C Issuer hereunder, the replaced L/C
Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement
with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters
of Credit.


 






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(n)               
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower
receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this
clause (n), the Borrower shall immediately deposit into an account established and maintained on the books and
records of the Administrative Agent (the “Collateral Account”) an amount in cash equal to 105% of the
total L/C Obligations as of such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause 
(f) of Section  8.01. Such deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or clause 
(d) of this Section  2.03, if any L/C Obligations remain outstanding after the expiration date specified
in said clause  (d), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal
to 105% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon.


 


The Administrative
Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other
than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the
Administrative Agent to reimburse the L/C Issuer for L/C Disbursements for which it has not been reimbursed, together with related
fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated, be applied
to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower within three Business Days after all Events of Default have been cured or waived.


 


(o)               
Letters of Credit Issued for Subsidiaries and Controlled JV Subsidiaries. Notwithstanding that a Letter of Credit
issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary or a Controlled JV
Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of
Credit as if such Letter of Credit had been issued solely for the account of the Borrower. The Borrower hereby acknowledges that
the issuance of Letters of Credit for the account of Subsidiaries and Controlled JV Subsidiaries inures to the benefit of the Borrower,
and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries and Controlled JV
Subsidiaries.


 


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


 


2.04          
Swing Line Loans.


 


(a)               
The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion, make loans (each
such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the
fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Credit Loans
and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided,
however, that after giving effect to any Swing Line Loan, the Revolving Credit Exposure of any Lender at such time shall
not exceed such Lender’s Commitment, and provided further that (y) the Borrower shall not use the proceeds of
any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation
to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that
it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section  2.05,
and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making
of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing
Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage
times the amount of such Swing Line Loan. Notwithstanding anything in this Agreement to the contrary, each of the Borrower,
Parent, Administrative Agent, and each Lender acknowledge and agree that, as of the First Amendment Effective Date (x) no Swing
Line Loans are outstanding hereunder, (y) all commitments of Swing Line Lender to advance any Swing Line Loans hereunder are terminated
and Swing Line Lender has no obligation to make any Swing Line Loans and (z) the Swing Line Sublimit is reduced to zero ($0.00).


 






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(b)               
Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the
Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Loan Notice; provided
that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of
a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be
a minimum of $250,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the
Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will
notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on
the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result
of the limitations set forth in the first proviso to the first sentence of Section  2.04(a), or (B) that
one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms
and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line
Loan Notice, make the amount of its Swing Line Loan available to the Borrower.


 


(c)               
Refinancing of Swing Line Loans.


 


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


 






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


 


(iii)             
If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section  2.04(c) by the time specified
in Section  2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to
the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation,
plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.
If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan,
as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be conclusive absent manifest error.


 


(iv)             
Each Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line
Loans pursuant to this Section  2.04(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section  2.04(c)
is subject to the conditions set forth in Section  4.02. No such funding of risk participations shall relieve
or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.


 


(d)               
Repayment of Participations.


 


(i)                
At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage
thereof in the same funds as those received by the Swing Line Lender.


 






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


 


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


 


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


 


2.05          
Prepayments.


 


(a)               
The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of
Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium
or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) one
Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Revolving
Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof; and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such
notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans
are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt
of each such notice, and of the amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such
prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment
of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts
required pursuant to Section  3.05. Subject to Section 2.17, each such prepayment shall be
applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.


 


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


 






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(c)               
From and after the First Amendment Effective Date, if the Borrower, the Parent, any Loan Party or any of their respective
Subsidiaries makes any Disposition (other than Dispositions permitted by Section 7.05(a), (b), or (c)),
issues any Equity Interests (other than issuances by Borrower to Parent or issuances by a direct or indirect Subsidiary of Borrower
to Borrower or a direct or indirect Subsidiary of Borrower), or incurs any Indebtedness, the Borrower shall, within one (1) Business
Day of receipt by the Borrower, the Parent, such other Loan Party or such other Subsidiary, as applicable, of the proceeds thereof,
prepay the Revolving Credit Loans in an amount equal to (i) with respect to any such Disposition, fifty percent (50%) of the Net
Cash Proceeds of any such Disposition, (ii) with respect to any issuance of common Equity Interests, (A) twenty-five percent (25%)
of the aggregate Net Cash Proceeds received in connection with such issuances up to the first $50,000,000 of aggregate Net Cash
Proceeds and (B) fifty percent (50%) of the aggregate Net Cash Proceeds received in connection with such issuances in excess of
$50,000,000 of aggregate Net Cash Proceeds, (iii) with respect to the issuance of any preferred Equity Interests (including any
Preferred Equity issued after the First Amendment Effective Date), fifty percent (50%) of the Net Cash Proceeds received in connection
with such issuance of preferred Equity Interests, and (E) with respect to the incurrence of any Indebtedness (including, without
limitation, any refinancing or replacement of any Indebtedness existing as of the First Amendment Effective Date), fifty percent
(50%) of the Net Cash Proceeds received in connection with any such Indebtedness. Each prepayment of the outstanding Revolving
Credit Loans pursuant to this Section 2.05(c) shall be applied to the Outstanding Amount thereof in the inverse order
of maturity, and subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their
respective Applicable Percentages.


 


2.06          
Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate
the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000
in excess thereof, and (iii) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit
Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such sublimit shall be automatically reduced
by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according
to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall
be paid on the effective date of such termination.


 


2.07          
Repayment of Loans.


 


(a)               
Revolving Credit Loans. The Borrower shall repay the Outstanding Amount of the Revolving Credit Loans to the Lenders
(i) on the last Business Day of each March, June, September and December, commencing on March 31, 2021, each in an amount equal
to $5,000,000 and (ii) on the Maturity Date the aggregate principal amount of all Revolving Credit Loans outstanding on such date.


 






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(b)               
Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five
Business Days after such Loan is made and (ii) the Maturity Date.


 


2.08          
Interest.


 


(a)               
Subject to the provisions of Section  2.08(b), (i) each Eurodollar Rate Loan shall bear interest
on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Margin; (ii) each Base Rate Revolving Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Margin; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin that applies to a Base Rate Loan.


 


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


 


(ii)              
If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without
regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the
Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.


 


(iii)            
Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i)
and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder
at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


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


 


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


 


2.09          
Fees. In addition to certain fees described in Sections  2.03(h) and (i):


 


(a)               
Unused Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with
its Applicable Percentage, an unused fee equal to the Unused Rate times the actual daily amount by which the Aggregate Commitments
exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations, subject to
adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans
shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the unused fee. The unused
fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions
in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability
Period. The unused fee shall be calculated quarterly in arrears, and if there is any change in the Unused Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Unused Rate separately for each period during such quarter that
such Unused Rate was in effect. From and after the First Amendment Effective Date, no unused fee shall be payable.


 






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(b)               
Other Fees.


 


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


 


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


 


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


 


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


 


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


 






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2.11          
Evidence of Debt.


 


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


 


(b)               
In addition to the accounts and records referred to in Section  2.11(a), each Lender and the Administrative
Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained
by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error.


 


2.12          
Payments Generally; Administrative Agent’s Clawback.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(f)                
Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first,
toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts
of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then
due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due
to such parties.


 






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2.13          
Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Revolving Credit Loans made by it, or the participations
in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the
aggregate amount of such Revolving Credit Loans or participations and accrued interest thereon greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of
such fact, and (b) purchase (for cash at face value) participations in the Revolving Credit Loans and subparticipations in
L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Revolving Credit Loans 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 shall not be construed to apply to (A) 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), (B) the application of Cash Collateral provided for in Section  2.16,
or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans
or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Parent,
the Borrower or any Subsidiary or Controlled JV Subsidiary thereof (as to which the provisions of this Section shall
apply).


 


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


 


2.14          
[Intentionally Deleted].


 


2.15          
[Intentionally Deleted].


 


2.16          
Cash Collateral.


 


(a)               
Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C
Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to
Section  8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the
case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative
Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined
in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 
2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines
that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that
the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith
upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral,
an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then
held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing
of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted
under applicable Laws, to reimburse the L/C Issuer.


 






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(b)               
Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender,
hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C
Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances
therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security
for the obligations to which such Cash Collateral may be applied pursuant to Section  2.16(c). If at any time
the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative
Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral
Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional
Cash Collateral in an amount sufficient to eliminate such deficiency (determined in the case of Cash Collateral provided pursuant
to clause (a)(iv) above, after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided
by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained
in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time
all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement
of Cash Collateral.


 


(c)               
Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
any of this Section  2.16 or Sections  2.03, 2.04, 2.05, 2.06, 2.17,
or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the
specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided
by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may be provided for herein.


 


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


 






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2.17          
Defaulting Lenders.


 


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


 


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


 


(ii)              
Defaulting Lender Waterfall. 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 VIII
or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08, shall
be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts
owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s
Fronting Exposure with respect to such Defaulting Lender in accordance with Section  2.16; fourth, as the Borrower
may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement
and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect
to future Letters of Credit issued under this Agreement, in accordance with Section  2.16; sixth, to the payment
of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth,
to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not
fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when
the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay
the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations
in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with their Commitments hereunder without
giving effect to Section  2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii)
shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)            
Certain Fees.


 


(A)             
No Defaulting Lender shall be entitled to receive any fee payable under Section  2.09(a) for any period
during which such 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 such Defaulting Lender).


 


(B)             
Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which such Lender is a Defaulting
Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided
Cash Collateral pursuant to Section  2.16.


 


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


 


(iv)             
Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s
participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with
their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the
extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such
Non-Defaulting Lender’s Commitment. Subject to Section 11.20, no reallocation hereunder shall constitute a
waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following
such reallocation.


 


(v)               
Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause  (a) (iv)
above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it
hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’
Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures
set forth in Section  2.16.


 


(b)               
Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in
writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as
of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements
with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans
of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving
Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by
the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)),
whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; 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 that Lender’s having
been a Defaulting Lender.


 






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Article III.

Taxes, Yield Protection and Illegality


 


3.01          
Taxes.


 


(a)               
Defined Terms. For purposes of this Section  3.01, the term “Applicable Law”
includes FATCA.


 


(b)               
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan
Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable
Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any
Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction
or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as
necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional
sums payable under this Section  3.01) the applicable Recipient receives an amount equal to the sum it would
have received had no such deduction or withholding been made.


 


(c)               
Payment of Other Taxes by Borrower. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance
with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)               
Indemnification by Borrower. Each of the Loan Parties shall indemnify each Recipient, within 10 days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section  3.01) payable or paid by such Recipient or required to be withheld or deducted from
a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender (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.


 


(e)               
Indemnification by the Lenders. 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 11.06(d)
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 Administrative Agent under this clause (e).


 






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(f)                
Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority
as provided in this Section  3.01, the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws
to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(g)               
Status of Lenders; Tax Documentation.


 


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


 


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


 


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


 


(B)             
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable:


 






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(1)               
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable)
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or
 “other income” article of such tax treaty;


 


(2)               
executed copies of IRS Form W-8ECI;


 


(3)               
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c)
of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or 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 IRS Form W-8BEN-E (or W-8BEN, as applicable); or


 


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


 


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


 


(D)             
if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the 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 purposes
of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 






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


 


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


 


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


 






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3.02          
Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for any Lender or its applicable 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 Loans or to convert Base Rate Loans to Eurodollar
Rate Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate
Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate
on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent
without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice,
(i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender
shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate
component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain
such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate
Loans and (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  3.05.


 


3.03          
Inability to Determine Rates.


 


(a)       If
in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (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 Loan, 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 Loan or in connection
with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(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 Loan does not adequately and fairly reflect the cost to such Lenders of funding such
Eurodollar Rate Loan, 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 Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans
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 3.03(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, conversion to or continuation of Eurodollar
Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted
such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.


 






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(b)       Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section
3.03(a), the Administrative Agent, in consultation with the Borrower, 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 3.03(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 applicable 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 Administrative Agent and the Borrower written notice thereof.


 


(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 the 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 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
3.03, 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 to replace LIBOR 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.


 






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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 Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans 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 Loans
(to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such
request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.


 


Notwithstanding anything
else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than
one half of one percent (0.50%) 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.


 


3.04          
Increased Costs; Reserves on Eurodollar Rate Loans.


 


(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 3.04(e)) or the L/C Issuer;


 


(ii)              
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(d) of the definition of Excluded Taxes and (C) Connection Income Taxes) 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 L/C Issuer or the London interbank market any other condition, cost or expense affecting this
Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;


 


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


 






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


 


(c)               
Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth in reasonable detail the
calculation of the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case
may be, as specified in subsection (a) or (b) of this Section and delivered to the
Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, 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 or the L/C Issuer to demand compensation pursuant to
the foregoing provisions of this Section  3.04 shall not constitute a waiver of such Lender’s or the L/C
Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender
or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions
suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention
to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).


 


(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 Loan equal to the actual costs of such reserves allocated to such Loan 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
Loan, 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.


 






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3.05          
Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time,
the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by
it as a result of:


 


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


 


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


 


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


 


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


 


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


 


3.06          
Mitigation Obligations; Replacement of Lenders.


 


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


 


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


 






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3.07          
Survival. All of the Borrower’s obligations under this Article III shall survive termination
of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.


 


Article IV.

Conditions Precedent To Credit Extensions


 


4.01          
Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial
Credit Extension hereunder is subject to satisfaction of the following conditions precedent either prior to or substantially contemporaneously
with such initial Credit Extension:


 


(a)               
The Administrative Agent’s receipt of 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) and each in
form and substance satisfactory to the Administrative Agent and each of the Lenders:


 


(i)                
executed counterparts of this Agreement and the Guaranty, in each case sufficient in number for distribution to the Administrative
Agent, each Lender, and the Borrower;


 


(ii)              
a Note executed by the Borrower in favor of each Lender requesting a Note;


 


(iii)            
a security agreement, in substantially the form of Exhibit G (together with each other security agreement
and supplement delivered pursuant to Section  6.12, in each case as amended, the “Security Agreement”)
and a pledge agreement, in substantially the form of Exhibit H (together with each other pledge agreement and
supplement delivered pursuant to Section  6.12, in each case as amended, the “Pledge Agreement”),
in each case duly executed by each Loan Party, together with:


 


(A)             
the certificates, if any, representing the Pledged Equity referred to therein that is represented by a certificate (within
the meaning of Section 8-102(4) of the UCC) accompanied by undated stock powers executed in blank and the Pledged Debt Instruments
indorsed in blank,


 


(B)             
proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the
Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents, covering
the Collateral described in the Collateral Documents,


 


(C)             
completed requests for information, dated on or before the date of the initial Credit Extension, listing the financing statements
referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred
to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements,


 


(D)             
evidence of the completion of all other actions, recordings and filings of or with respect to the Collateral Documents that
the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby,


 






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(E)              
the Deposit Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the
Security Agreement and duly executed by the appropriate parties, and


 


(F)              
evidence that all other actions, recordings, and filings that the Administrative Agent may deem necessary or desirable in
order to create a perfected first-priority Lien (subject to Liens permitted by Section 7.01) in the Collateral
has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’
waiver and consent agreements);


 


(iv)             
to the extent requested by Administrative Agent, lien searches in the name of each Loan Party, and any other name(s) as
Administrative Agent may deem appropriate in such Loan Party’s jurisdiction of formation and each state or jurisdiction where
such Loan Party maintains an office or has real property, showing no financing statements or other Lien instruments of record except
for Liens created or permitted by the Loan Documents or Liens being released on the Closing Date;


 


(v)               
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;


 


(vi)             
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 formation and each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect;


 


(vii)           
certificates attesting to the Solvency of each Loan Party before and after giving effect to this Agreement, from its chief
financial officer substantially in the form of Exhibit K;


 


(viii)         
a favorable opinion of Jackson Walker, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each
Lender, as to the matters set forth in Exhibit I and such other matters concerning the Loan Parties and the
Loan Documents as the Required Lenders may reasonably request;


 


(ix)             
a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and
approvals required in connection with the execution, delivery and performance by such Loan Party 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;


 






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(x)            a
certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 
4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date
of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate,
a Material Adverse Effect, and (C) a pro forma calculation of the Consolidated Leverage Ratio as of the Closing Date;


 


(xi)           a
duly completed Compliance Certificate prepared on a pro forma basis as of the last day of the fiscal quarter of the Borrower ended
June 30, 2019, signed by a Responsible Officer of the Borrower and the Parent; and


 


(xii)          such
other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender
or the Required Lenders reasonably may require.


 


(b)           (i) Upon
the reasonable request of any Lender made at least seven days prior to the Closing Date, the Borrower shall have provided to such
Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection
with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation,
the PATRIOT Act, in each case at least seven days prior to the Closing Date and (ii) at least three days prior to the Closing
Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have
delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.


 


(c)           (i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have
been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid.


 


(d)           The
Administrative Agent and each Lender shall have received all documentation and other information that the Administrative Agent
and such Lender require in order to comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Act (as hereafter defined).


 


(e)           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).


 


Without limiting the
generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with
the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such
Lender prior to the proposed Closing Date specifying its objection thereto.


 


4.02         Conditions
to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to
the following conditions precedent:


 






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(a)           The
representations and warranties of the Borrower and each other Loan Party contained in Article V 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 on and as of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except for changes
in factual circumstances not prohibited under the Loan Documents, and except that for purposes of this Section  4.02,
the representations and warranties contained in Sections  5.05(a) and (b) shall be deemed to
refer to the most recent statements furnished pursuant to Sections  6.01(a) and (b), respectively.


 


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


 


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


 


Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar
Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 
4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.


 


Article V.


Representations
and Warranties


 


Each of the Parent
and the Borrower represents and warrants to the Administrative Agent and the Lenders that:


 


5.01         Existence,
Qualification and Power. Each Loan Party and each of its Subsidiaries and JV Subsidiaries (a) is duly organized or formed,
validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization,
(b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals
to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under
the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing
under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification or license; except in each case referred to in clause (b)(i) or (c), to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


5.02         Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is
party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene
the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention
of, or the creation of any Lien under, or require any payment to be made under (i) any Material Contract or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is
subject; or (c) violate any Law.


 


5.03         Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery
or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by
any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the
Liens created under the Collateral Documents (including the first priority nature thereof) or (d) 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 Collateral
Documents, except as may be provided in any “transfer” or “change of control” provision or other similar
change in ownership provision in the organizational documents of the Subsidiaries and the JV Subsidiaries, Equity Interests in
which are included in the Pledged Equity, that would apply to the exercise by Administrative Agent or any Lender of any rights
or remedies with respect to such Pledged Equity.


 






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5.04         Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered
will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto
in accordance with its terms, subject to Debtor Relief Laws and principles of equity, whether applied in a court of law or equity.


 


5.05         Financial
Statements; No Material Adverse Effect.


 


(a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Parties
as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness
and other liabilities, direct or contingent, of the Consolidated Parties as of the date thereof, including liabilities for taxes,
material commitments and Indebtedness.


 


(b)           The
unaudited consolidated balance sheet of the Consolidated Parties dated June 30, 2019, and the related consolidated statements
of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared
in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein,
and (ii) fairly present the financial condition of the Consolidated Parties as of the date thereof and their results of operations,
cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i)
and (ii), to the absence of footnotes and to normal year-end audit adjustments.


 


(c)           Since
the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.


 


5.06         Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the
Parent and the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or JV Subsidiaries or against any of
their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document or any of the
transactions contemplated hereby or thereby, or (b) except as specifically disclosed in Schedule 5.06,
either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect,
and there has been no adverse change in the status, or financial effect on any Loan Party or any Subsidiary or JV Subsidiary thereof,
of the matters described in Schedule 5.06.


 


5.07       
No Default. Neither any Loan Party nor any Subsidiary or and JV Subsidiary thereof is in default under or with
respect to any Material Contract. 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.


 






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5.08         Ownership
of Property; Liens; Investments.


 


(a)           Each
Loan Party and each of its Subsidiaries and JV Subsidiaries has good record and marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)           As
of the First Amendment Effective Date, Schedule  5.08(b) sets forth a complete and accurate list of all Liens
on the property or assets of each Loan Party and each of its Subsidiaries and JV Subsidiaries securing Indebtedness in excess
of $1,000,000 in outstanding principal amount, showing as of the First Amendment Effective Date the lienholder thereof, the principal
amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary or JV Subsidiary subject
thereto. The property of each Loan Party and each of its Subsidiaries and JV Subsidiaries is subject to no Liens, other than Liens
set forth on Schedule  5.08(b), and as otherwise permitted by Section  7.01.


 


(c)           As
of the First Amendment Effective Date, Schedule  5.08(c) sets forth a complete and accurate list of all real
property owned or ground leased by each Loan Party and each of its Subsidiaries and JV Subsidiaries, showing as of the First Amendment
Effective Date the street address, county or other relevant jurisdiction, state, and record owner. Each Loan Party and each of
its Subsidiaries and JV Subsidiaries has good, marketable and insurable fee simple or ground leasehold title to the real property
owned by such Loan Party or such Subsidiary or JV Subsidiary, free and clear of all Liens, other than Liens created or permitted
by the Loan Documents.


 


(d)           As
of the First Amendment Effective Date, Schedule  5.08(d) sets forth a complete and accurate list of all Investments
constituting loans held by any Loan Party or any Subsidiary or JV Subsidiary of a Loan Party on the First Amendment Effective
Date, showing as of the First Amendment Effective Date the amount, obligor or issuer and maturity, if any, thereof.


 


5.09         Environmental
Compliance.


 


(a)           The
Loan Parties and their respective Subsidiaries and JV Subsidiaries conducted in the ordinary course of business a review of the
effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental
Law on their respective businesses, operations and properties, and as a result thereof the Parent and the Borrower have reasonably
concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)           Except
as otherwise set forth in Schedule 5.09, none of the properties currently or formerly owned or operated by
any Loan Party or any of its Subsidiaries or JV Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or
any analogous foreign, state or local list or is adjacent to any such 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 treated, stored
or disposed in violation of any Environmental Law on any property currently owned or operated by any Loan Party or any of its
Subsidiaries or JV 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 or JV Subsidiaries in violation of any Environmental Law; and Hazardous Materials
have not been released, discharged or disposed of in violation of any Environmental Law on any property currently owned or operated
by any Loan Party or any of its Subsidiaries or JV Subsidiaries.


 






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(c)           Except
as otherwise set forth on Schedule 5.09, neither any Loan Party nor any of its Subsidiaries or JV 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 Authority or the
requirements of any Environmental Law; and 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 or JV Subsidiaries
have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries
or JV Subsidiaries.


 


5.10         Insurance.
The properties of the Loan Parties and their respective Subsidiaries and JV Subsidiaries are insured with financially sound and
reputable insurance companies not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable
Loan Party or the applicable Subsidiary or JV Subsidiary operates.


 


5.11         Taxes.
The Loan Parties and their respective Subsidiaries and JV Subsidiaries have filed all Federal, state and other material tax returns
and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being
disputed or contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party or any Subsidiary or JV Subsidiary
that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary or JV Subsidiary thereof is party
to any tax sharing agreement.


 


5.12         ERISA Compliance.


 


(a)           Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws.
Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable
determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a)
of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income
tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal
Revenue Service. To the best knowledge of the Parent and the Borrower, nothing has occurred that would prevent, or cause the loss
of, such tax-qualified status. The Parent, the Borrower and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Code has been made with respect to any Plan.


 


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


 






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


 


(d)           Neither the Parent, nor the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation
to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed
on Schedule 5.12(d) hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.


 


5.13         Subsidiaries
and JV Subsidiaries; Equity Interests; Loan Parties. As of the First Amendment Effective Date, no Loan Party has any Subsidiaries
or JV Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13. All of the outstanding
Equity Interests in such Subsidiaries and JV Subsidiaries have been validly issued, are fully paid and non-assessable and are
owned by a Loan Party (or a Subsidiary or JV Subsidiaries thereof) in the amounts specified on Part (a) of Schedule 5.13
and, with respect to any Equity Interests pledged under this Agreement, free and clear of all Liens except those created
under the Collateral Documents, and with respect to all other Equity Interests, free and clear of all Liens except those permitted
under this Agreement. As of the First Amendment Effective Date, no Loan Party has any equity investments in any other corporation
or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding
Equity Interests in each Loan Party have been validly issued, are fully paid and non-assessable and are owned in the amounts specified
on Part (c) of Schedule 5.13 and, with respect to any Equity Interests pledged under this Agreement, free
and clear of all Liens except those created under the Collateral Documents, and with respect to all other Equity Interests, free
and clear of all Liens except those permitted under this Agreement. Set forth on Part (d) of Schedule 5.13
is a complete and accurate list of all Loan Parties as of the First Amendment Effective Date, showing as of the First Amendment
Effective Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and
its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification
number, its unique identification number issued to it by the jurisdiction of its incorporation.


 


5.14         Margin
Regulations; Investment Company Act.


 


(a)           The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock.


 






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


 


5.15         Disclosure.


 


(a)           The Parent and the Borrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate
or other restrictions to which it or any of its Subsidiaries, JV Subsidiaries, or any other Loan Party is subject, and all other
matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
No report, financial statement, certificate or other information furnished by or on behalf of any Loan Party to the Administrative
Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered
hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided that, with respect to projected financial information,
the Parent and the Borrower represent only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.


 


(b)           As
of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in
all respects.


 


5.16         Compliance
with Laws. Each Loan Party and each Subsidiary or JV Subsidiary thereof is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction or decree is being disputed or contested in good
faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


5.17         Taxpayer
Identification Number. The Borrower’s true and correct U.S. taxpayer identification number is set forth on Schedule
11.02.


 


5.18         Intellectual
Property; Licenses, Etc.. Each Loan Party and each of its Subsidiaries and JV Subsidiaries own, or possess the right to use,
all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other Person except to the extent the absence of any such IP Rights
could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Parent and the Borrower, no slogan
or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to
be employed, by any Loan Party or any of its Subsidiaries or JV Subsidiaries infringes upon any rights held by any other Person.
Except as specifically disclosed in Schedule 5.18, no claim or litigation regarding any of the foregoing is
pending or, to the best knowledge of the Parent and the Borrower, threatened, which, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.


 


5.19         Solvency.
Each Loan Party is, individually and together with its Subsidiaries and Controlled JV Subsidiaries on a consolidated basis, Solvent.


 






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5.20         Casualty,
Etc. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries or JV 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), condemnation or eminent domain proceeding that,
either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


5.21         Labor
Matters. There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Parent, the Borrower
or any of their respective Subsidiaries or JV Subsidiaries as of the Closing Date and neither the Parent, nor the Borrower nor
any Subsidiary or JV Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the
last five years.


 


5.22         Collateral
Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the
benefit of the Secured Parties a legal, valid and enforceable first priority Lien on all right, title and interest of the respective
Loan Parties in the Collateral described therein. Except for filings completed prior to the First Amendment Effective Date and
as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such
Liens.


 


5.23         OFAC.
Neither the Parent, nor the Borrower, nor any of their respective Subsidiaries or JV Subsidiaries, nor, to the knowledge of the
Parent, the Borrower and their respective Subsidiaries and JV Subsidiaries, any director, officer, employee, agent, affiliate
or representative thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or entities
that are (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of specially Designated Nationals
or HMT’s Consolidated List of Financial Sanctions, or any similar list enforced by any other relevant sanctions authority
or (iii) located, organized or resident in a Designated Jurisdiction. Borrower and its Subsidiaries have conducted their
business in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies and
procedures designed to promote and achieve compliance with such Sanctions.


 


5.24         Nature
of Business. As of the First Amendment Effective Date, the Consolidated Parties are engaged in the business of acquiring,
financing, owning, and operating hotel properties, together with other business activities incidental thereto.


 


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


 


5.26         EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


5.27         Covered
Entity. No Loan Party is a Covered Entity.


 


Article VI.


Affirmative Covenants


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, each of the Parent and the Borrower shall, and shall (except in the case of the covenants set
forth in Sections 6.01, 6.02 and 6.03) cause each Subsidiary and Controlled JV Subsidiary
to:


 






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6.01         Financial
Statements. Deliver to the Administrative Agent (who will deliver same to each Lender), in form and detail satisfactory to
the Administrative Agent:


 


(a)           as
soon as available, but in any event within 90 days after the end of each fiscal year of the Parent (or, if earlier, 15 days from
the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the
fiscal year ended December 31, 2019), a consolidated balance sheet of the Consolidated Parties and the Controlled JV Subsidiaries
as of the end of such fiscal year, the related consolidated statements of income or operations of the Parent for such fiscal year,
and the related consolidated statements of changes in shareholders’ equity and cash flows of the Parent for such fiscal
year, setting forth in each case in comparative form, as applicable, the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public
accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of such audit; and


 


(b)           as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year
of the Parent (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension
permitted by the SEC)) (commencing with the fiscal quarter ended September 30, 2019), a consolidated balance sheet of the Consolidated
Parties and the Controlled JV Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income
or operations for such quarter and for the portion of the Parent’s fiscal year then ended, and the related statements of
changes in shareholders’ equity and cash flows of the Parent for such fiscal quarter and for the portion of the Parent’s
fiscal year then ended, setting forth in each case in comparative form, as applicable, the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified
by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial
condition, results of operations, shareholders’ equity and cash flows of the Consolidated Parties and the Controlled JV
Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.


 


As to any information contained
in materials furnished pursuant to Section  6.02(c), the Parent and the Borrower shall not be separately required
to furnish such information under Section  6.01(a) or (b) above, but the foregoing shall not be
in derogation of the obligation of the Parent and the Borrower to furnish the information and materials described in Sections 
6.01(a) and (b) above at the times specified therein.


 


6.02         Certificates;
Other Information. Deliver to the Administrative Agent (who will deliver same to each Lender), in form and detail satisfactory
to the Administrative Agent:


 


(a)            concurrently with the delivery of the financial statements referred to in Sections  6.01(a) and (b),
a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller
of the Parent (which delivery may, unless the Administrative Agent 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), provided, however,
that notwithstanding the fact that a particular financial covenant is not required to be tested in a particular period pursuant
to the terms of Section 7.11 (including, without limitation, during the Waiver Period), Borrower shall include such
calculations in the Compliance Certificates pursuant to this Section 6.02(a) during any such period for informational
purposes only, as if such calculation was required for such period;


 






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(b)           promptly
after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants
in connection with the accounts or books of any Loan Party or any of its Subsidiaries or Controlled JV Subsidiaries, or any audit
of any of them;


 


(c)           promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent
to the stockholders of the Parent, and copies of all annual, regular, periodic and special reports and registration statements
which the Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange
Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative
Agent pursuant hereto;


 


(d)           promptly
after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or
of any of its Subsidiaries or Controlled JV Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement
and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this
Section  6.02;


 


(e)           as soon as available, and after any request by the Administrative Agent or any Lender within 30 days after the end of each
fiscal year of the Parent, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each
Loan Party and its Subsidiaries and Controlled JV Subsidiaries and containing such additional information as the Administrative
Agent, or any Lender through the Administrative Agent, may reasonably specify;


 


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


 


(g)           not
later than five Business Days after receipt thereof by any Loan Party or any Subsidiary or Controlled JV Subsidiary thereof, copies
of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant
to any instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto
or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a
Material Adverse Effect and, from time to time upon request by the Administrative Agent, such information and reports regarding
such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request;


 


(h)           promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by
any Loan Party or any of its Subsidiaries or Controlled JV Subsidiaries with any Environmental Law or Environmental Permit that
could reasonably be expected to have a Material Adverse Effect;


 






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(i)            promptly
following 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-money-laundering rules and regulations,
including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation;


 


(j)            not
later than five Business Days after the last Business Day of each month during the Waiver Period, a Liquidity Compliance Certificate
signed by the chief executive officer, chief financial officer, treasurer or controller of the Parent (which delivery may, unless
the Administrative Agent 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), together with documentation satisfactory to Administrative
Agent to verify the calculations set forth in such certificate; and


 


(k)           promptly,
such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary
or Controlled JV Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request.


 


Documents required
to be delivered pursuant to Section  6.01(a) or (b) or Section  6.02(c) (to
the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the Parent or the Borrower posts such documents,
or provides a link thereto on the Parent’s or the Borrower’s website on the Internet at the website address listed
on Schedule  11.02; or (ii) on which such documents are posted on the Parent’s or the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent). Notwithstanding anything contained herein, in every instance
the Parent and the Borrower shall be required to provide paper or emailed copies of the Compliance Certificates required by Section 6.02(a)
to the Administrative Agent. Except for such Compliance Certificate, the Administrative Agent shall have no obligation to request
the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Parent and the Borrower with any such request by a Lender for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such documents.


 


The Parent and the
Borrower hereby acknowledge that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make
available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Parent or 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, the Borrower or their respective 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 Parent and the Borrower hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall
be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Parent and the Borrower
shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to the Parent, the Borrower or their respective securities
for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “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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6.03         Notices.
Promptly notify the Administrative Agent:


 


(a)           of
the occurrence of any Default;


 


(b)           of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including as a result of
(i) any breach or non-performance of, or any default under, a Material Contract of the Parent, the Borrower or any Subsidiary
or JV Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Parent, the Borrower
or any Subsidiary or JV Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development
in, any litigation or proceeding affecting the Parent, the Borrower or any Subsidiary or JV Subsidiary, including pursuant to
any applicable Environmental Laws;


 


(c)           of the occurrence of any ERISA Event; and


 


(d)           of
any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary or JV Subsidiary
thereof, including any determination by the Parent or the Borrower referred to in Section 2.10(b).


 


Each notice pursuant
to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Parent and the Borrower
setting forth details of the occurrence referred to therein and stating what action the Parent and the Borrower have taken and
propose to take with respect thereto. Each notice pursuant to Section  6.03(a) shall describe with particularity
any and all provisions of this Agreement and any other Loan Document that have been breached.


 


6.04         Payment
of Obligations. Pay and discharge (or bond or insure against) as the same shall become due and payable, all its obligations
and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties
or assets, unless the same are being disputed or contested in good faith by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by the Parent, the Borrower or such Subsidiary or Controlled JV Subsidiary;
and (b) all lawful claims of materialmen and mechanics, for labor, materials and supplies which, if unpaid, would by law
become a Lien upon its property, unless the same are being disputed or contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by the Parent, the Borrower or such Subsidiary or
Controlled JV Subsidiary.


 


6.05         Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization except in a transaction permitted by Section  7.04 or 7.05
or to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation
of which could reasonably be expected to have a Material Adverse Effect.


 


6.06         Maintenance
of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation
of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto
and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.


 






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6.07         Maintenance
of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Parent or the Borrower,
insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts (and including deductibles and exclusions) as are customarily
carried under similar circumstances by such other Persons.


 


6.08         Compliance
with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order,
writ, injunction or decree is being disputed or contested in good faith by appropriate proceedings diligently conducted; or (b) the
failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.


 


6.09         Books
and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Parent,
the Borrower or such Subsidiary or Controlled JV Subsidiary, as the case may be; and (b) maintain such books of record and
account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over
the Parent, the Borrower or such Subsidiary or Controlled JV Subsidiary, as the case may be.


 


6.10         Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect
any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the
expense of the Parent and the Borrower and at such reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Parent and the Borrower; provided, however, that when an Event of
Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Parent and the Borrower at any time during normal business hours and without
advance notice.


 


6.11         Use
of Proceeds. Use the proceeds of the Credit Extensions for working capital, capital expenditures and other general corporate
purposes (including, without limitation, property acquisitions) not in contravention of any Law or of any Loan Document.


 


6.12         Covenant
to Guarantee Obligations and Give Security.


 


(a)           Upon
the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting
the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that
is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition,
at the Borrower’s expense:


 


(i)            cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if
it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form
and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,


 






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(ii)           furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary,
in detail satisfactory to the Administrative Agent,


 


(iii)          cause
such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already
done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and
other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including
delivery of all instruments specified in Section  4.01(a)(iii)); provided, any such supplements to the
Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV
Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,


 


(iv)          cause
such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already
done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, the giving of notices
and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to
vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting
Liens on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and
pledge agreements delivered pursuant to this Section  6.12, enforceable against all third parties in accordance
with their terms, and


 


(v)           deliver
to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable
opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the
Administrative Agent as to the matters contained in clauses (i), (iii) and (iv)
above, and as to such other matters as the Administrative Agent may reasonably request.


 


(b)           At
any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents
and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of,
or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge
Agreement, and other security and pledge agreements.


 


6.13         Compliance
with Environmental Laws. Comply, and cause 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 all Environmental
Permits necessary for its operations and properties; and 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 accordance with the requirements of all Environmental Laws; provided, however, that neither the Parent, nor the
Borrower nor any of their respective Subsidiaries or Controlled JV Subsidiaries shall be required to undertake any such cleanup,
removal, remedial or other action to the extent that its obligation to do so is being disputed or contested in good faith and
by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.


 






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6.14         Further
Assurances. Promptly upon the reasonable request by the Administrative Agent, or any Lender through the Administrative Agent,
(a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment,
filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent,
or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively
the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s
or any of its Subsidiaries’ or Controlled JV Subsidiaries’ properties, assets, rights or interests to the Liens now
or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) 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 Secured Parties 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 or Controlled JV Subsidiaries is or is to be a party,
and cause each of its Subsidiaries and Controlled JV Subsidiaries to do so.


 


6.15         Compliance
with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property
to which the Parent, the Borrower or any of their respective Subsidiaries or Controlled JV 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, 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 and Controlled JV Subsidiaries to do so, except,
in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material
Adverse Effect.


 


6.16         Lien
Searches. Promptly following receipt of the acknowledgment copy of any financing statements filed under the Uniform Commercial
Code in any jurisdiction by or on behalf of the Secured Parties, deliver to the Administrative Agent completed requests for information
listing such financing statement and all other effective financing statements filed in such jurisdiction that name any Loan Party
as debtor, together with copies of such other financing statements.


 


6.17         Material
Contracts. Perform and observe all the material terms and provisions of each Material Contract to be performed or observed
by it and, except where either a replacement for such Material Contract has been or is being obtained or such Material Contract
is being terminated in connection with a breach or reasonable uncertainty concerning ongoing performance by the counterparty thereunder,
maintain each such Material Contract in full force and effect.


 


6.18         Cash
Collateral Accounts. Maintain, and cause each of the other Loan Parties to maintain, any Cash Collateral Accounts with Bank
of America or another commercial bank located in the United States, which has accepted the assignment of such accounts to the
Administrative Agent for the benefit of the Secured Parties pursuant to the terms of the Security Agreement.


 


6.19         Maintenance
of Listing. Maintain at least one class of common shares of the Parent having trading privileges on the New York Stock Exchange
or which is the subject of price quotations in the over-the-counter market as reported by the National Association of Securities
Dealers Automated Quotation System.


 


6.20         Anti-Corruption
Laws; Sanctions. Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices
Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable
Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.


 






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Article VII.


Negative Covenants


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, each of the Parent and the Borrower shall not, nor shall it permit any Subsidiary or Controlled
JV Subsidiary to, directly or indirectly:


 


7.01         Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter
acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that
names the Parent, the Borrower or any of its Subsidiaries or Controlled JV Subsidiaries as debtor, or assign any accounts or other
right to receive income, other than the following:


 


(a)           Liens pursuant to any Loan Document;


 


(b)           Liens
existing on the First Amendment Effective Date and listed on Schedule  5.08(b) and any renewals, amendments,
modifications or extensions thereof;


 


(c)           Liens
for taxes not yet due or which are being disputed or contested in good faith and by appropriate proceedings diligently conducted,
if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)          carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising
in the ordinary course of business which are not overdue for a period of more than 30 days or which are being disputed or contested
in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on
the books of the applicable Person, or which are otherwise subject to a bond or insured against;


 


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


 


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


 


(g)           easements,
leases, rights-of-way, restrictions and other encumbrances affecting real property which could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect;


 


(h)           Liens
securing judgments for the payment of money not constituting an Event of Default under Section  8.01(h); and


 


(i)            Liens securing Indebtedness not prohibited under Section  7.02.


 






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7.02         Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness unless immediately prior to the assumption, incurring or becoming obligated
in respect thereof, or immediately thereafter and after giving effect thereto, no Default is or would be in existence.


 


7.03         Investments.
Make or hold any Investment, other than those which are in the lines of businesses of the Parent, the Borrower and the Guarantors
as of the date hereof, or those substantially related or incidental thereto (for the sake of clarity, acquiring and owning retail
and/or commercial space acquired as part of an acquisition consisting primarily of assets otherwise permitted to be acquired or
held pursuant to this Section 7.03 shall be considered substantially related or incidental to the lines of businesses
of the Parent, the Borrower and the Guarantors as of the date hereof), and unless immediately prior to making such Investment,
and immediately thereafter and after giving effect thereto, no Default is or would be in existence, subject to the following additional
restrictions:


 


(a)           The
Borrower and the Guarantors shall not make or hold:


 


(i)            Investments
in real properties consisting of undeveloped or speculative land (valued at cost for purposes of this clause) with an aggregate
value greater than 5% of Total Asset Value;


 


(ii)           Investments
in development properties (valued at cost for purposes of this clause) with an aggregate value greater than 5% of Total Asset
Value;


 


(iii)          Investments
in JV Subsidiaries that are not consolidated with Parent under GAAP (valued at cost for purposes of this clause) with an aggregate
value greater than 25% of Total Asset Value;


 


(iv)          Investments in mortgage and mezzanine loans and notes receivables (valued at cost for purposes of this clause) with an aggregate
value greater than 10% of Total Asset Value;


 


(v)           the AINC Investment with an aggregate value greater than 10% of Total Asset Value; and


 


(vi)          Investments such that the collective aggregate value of the Investments owned pursuant to items (i) through
(v) of this clause (a) at any time exceeds 25% of Total Asset Value.


 


7.04         Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:


 


(a)           any Subsidiary or Controlled JV Subsidiary may merge with (i) the Borrower, provided that the Borrower shall
be the continuing or surviving Person, or (ii) any one or more other Subsidiaries or Controlled JV Subsidiaries, provided
that when any Subsidiary is merging with a Controlled JV Subsidiary, such Subsidiary shall be the continuing or surviving Person;


 


(b)           any
Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or
to another Loan Party (other than the Parent);


 






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(c)           any Subsidiary or Controlled JV Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including
any Disposition that is in the nature of a liquidation) to (i) another Subsidiary or Controlled JV Subsidiary that is not
a Loan Party or (ii) to a Loan Party; and


 


(d)           any Investment, hotel property or other asset owned by a Subsidiary or JV Subsidiary, or the direct or indirect Equity Interests
of any Subsidiary or JV Subsidiary, may be Disposed of;


 


provided, however,
that (x) in the case of any such merger or consolidation in which the Parent or the Borrower is a party, the Parent or Borrower,
as the case may be, shall be the surviving entity, and (b) in no event shall Parent or Borrower dissolve or liquidate or Dispose
of all or substantially all of its assets.


 


7.05         Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except:


 


(a)           Dispositions
of obsolete or worn out property or property determined by Borrower to no longer be necessary in the business or operations of
Borrower or its Subsidiaries or JV Subsidiaries (or its Subsidiaries), whether now owned or hereafter acquired, in the ordinary
course of business;


 


(b)           Dispositions
of inventory in the ordinary course of business;


 


(c)           Dispositions
of equipment or personal property to the extent that (i) such property is replaced with similar replacement property or exchanged
for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property; and


 


(d)           Dispositions
not prohibited by Section  7.04.


 


7.06         Restricted
Payments. Declare or make any Restricted Payment if an Event of Default has occurred and is continuing or if an Event of Default
would result from the making of any Restricted Payment, provided, that (a) so long as no Event of Default has occurred
and is continuing under Sections  8.01(a) or 8.01(f), Restricted Payments in the
minimum amount required in order for the Parent to maintain its REIT status may be made; and (b) so long as no Event of Default
has occurred and is continuing nor would result therefrom, the Borrower or Parent may repurchase its Equity Interests, provided,
however, that, with respect to this clause (b), if the Consolidated Fixed Charge Coverage Ratio, calculated
as of the last day of the fiscal quarter most recently ended prior to the date of any such equity repurchase is less than 1.70
to 1.0, then no such equity repurchase shall be made if the aggregate amount of all equity repurchases would exceed $35,000,000
in the aggregate during any fiscal year.


 


7.07         Change
in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted
by the Borrower and its Subsidiaries and Controlled JV Subsidiaries on the date hereof or any business substantially related or
incidental thereto.


 


7.08         Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary
course of business, other than on fair and reasonable terms as would be obtainable by the Borrower or such Subsidiary or Controlled
JV Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided
that the foregoing restriction shall not apply to transactions between or among the Loan Parties.


 






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7.09         Burdensome
Agreements. With respect to Borrower or any Guarantor, enter into or permit to exist any Contractual Obligation (other than
this Agreement or any other Loan Document) that (a) limits the ability (i) of such Person to make Restricted Payments
to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any
agreement in effect (A) on the First Amendment Effective Date and set forth on Schedule  7.09 or (B) at
the time any such Person becomes a Subsidiary or Controlled JV Subsidiary of the Borrower, so long as such agreement was not entered
into solely in contemplation of such Person becoming a Subsidiary or Controlled JV Subsidiary of the Borrower, (ii) of such
Person to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Guarantor to create, incur, assume or
suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall
not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted hereunder solely to the
extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires
the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.


 


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


 


7.11         Financial Covenants.


 


(a)           Consolidated
Tangible Net Worth. Permit Consolidated Tangible Net Worth, at any time after March 31, 2021, to be less than the sum of (i) $497,510,250
and (ii) an amount equal to 75% of the net equity proceeds received by the Consolidated Parties after June 30, 2019 by reason
of the issuance and sale of Equity Interests in Parent.


 


(b)           Consolidated
Recourse Indebtedness Limitation. Permit Consolidated Recourse Indebtedness (other than any Consolidated Recourse Indebtedness
under this Agreement and Indebtedness relating to the financing of premiums for insurance obtained for the benefit of the Consolidated
Parties and/or Controlled JV Subsidiaries in an amount not to exceed $6,800,000 in the aggregate at any time outstanding) to,
on the First Amendment Effective Date or at any time thereafter, exceed $0.00.


 


(c)           Secured
Indebtedness on Real Property Limitation. Permit any Secured Indebtedness that is secured by a Real Property to exceed 70%
of the as-is appraised value of such Real Property securing such Secured Indebtedness as determined on a property by property
basis and by the appraisal obtained by the applicable lender at the time such Secured Indebtedness is incurred.


 


(d)           Maximum
Variable Rate Indebtedness. Permit the Indebtedness of the Consolidated Parties (other than any Indebtedness under this Agreement)
that accrues interest at a variable rate that is not subject to a “cap,” “collar,” “swap”
or other similar arrangement to, at any time, exceed 25% of Consolidated Funded Indebtedness.


 


(e)           Consolidated Debt to TAV Ratio. Permit the Consolidated Debt to TAV Ratio to, at any time after March 31, 2021, exceed
65%.


 


(f)            Consolidated
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio at any time during the following periods
to be less than the ratio set forth below opposite such period:


 






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	Period	Minimum 

Consolidated

 Fixed Charge 

Coverage Ratio
	April 1, 2021 through June 30, 2021	1.00 to 1.0
	July 1, 2021 through December 31, 2021	1.10 to 1.0
	January 1, 2022 through March 31, 2022	1.20 to 1.0
	April 1, 2022 and thereafter	1.40 to 1.0


 


(g)           Minimum
Liquidity. Permit at any time cash and Cash Equivalents not subject to any Liens or other restrictions and immediately available
to the Borrower, commencing on the First Amendment Effective Date and continuing through the last day of the Waiver Period to
be less than $20,000,000.


 


7.12         Capital
Expenditures. Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of
any fixed or capital asset other than normal replacements and maintenance which are properly charged to current operations and
other reasonable and customary capital expenditures made in the ordinary course of the business of the Parent and its Subsidiaries
and Controlled JV Subsidiaries.


 


7.13         Amendments
of Organization Documents. Amend any of its Organization Documents in any manner that would adversely affect any Loan Party’s
ability to pay its Obligations hereunder or materially and adversely impairs any rights or remedies of Administrative Agent or
any Lender under the Loan Documents or applicable Laws.


 


7.14         Accounting
Changes. Make any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal
year.


 


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


 


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


 


7.17         Enhanced
Negative Covenants. Notwithstanding
anything to the contrary contained in this Agreement, during the Waiver Period each of the Parent and the Borrower shall not,
nor shall it permit any Subsidiary or Controlled JV Subsidiary to, directly or indirectly:


 


(a)           create,
incur, assume or suffer to exist any Indebtedness not existing and permitted as of the First Amendment Effective Date except (i)
to the extent the proceeds of such Indebtedness are used to refinance or replace Indebtedness existing and permitted as of the
First Amendment Effective Date and pursuant to which the Borrower has made the mandatory prepayment required pursuant to Section
2.05(c); provided, however,
that in no event shall the final stated maturity date of any Indebtedness permitted under this clause (a)(i) be
earlier that the date that is one (1) year after the Maturity Date) or (ii) Indebtedness relating to the financing of premiums
for insurance obtained for the benefit of Consolidated Parties and/or Controlled JV Subsidiaries in an amount not to exceed $6,800,000
in the aggregate at any time outstanding;


 






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(b)       create,
incur, assume or suffer to exist any Lien other than Liens (i) permitted under Section 7.01(a) through
(h) or (ii) securing Indebtedness permitted under Section 7.17(a)(i)
incurred to refinance or replace Secured Indebtedness secured by the same
property or assets;


 


(c)       declare
or make any Restricted Payments other than (i) Restricted Payments payable solely in the form of common stock and/or (ii) so long
as no Default or Event of Default has occurred and is continuing or would result therefrom, quarterly Restricted Payments with
respect to the Preferred Equity;


 


(d)       make
any Disposition other than Dispositions (i) permitted by Section 7.05(a),
(b), or (c),
(ii) to a Person that is not a Related Party of the Borrower, the Parent, or any of their respective Subsidiaries, (A) for fair
market value in an arms’ length transaction, (B) in which the price for such asset shall be paid to the Parent, the Borrower
or their respective Subsidiary solely in cash and/or the assumption by the purchaser thereof of Indebtedness secured by such asset,
and (C) pursuant to which the Borrower has made the mandatory prepayment required pursuant to Section 2.05(c),
or (iii) pursuant to any foreclosure or deed in lieu of foreclosure (or similar remedy) of Secured Indebtedness not constituting
Consolidated Recourse Indebtedness; 


 


(e)       make
or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset
other than in connection with emergency repairs, life safety repairs or ordinary course maintenance repairs or as required by Law
or as required under any franchise agreement or management agreement with a third party hotel brand that is not a Related Party
of the Parent, the Borrower any Subsidiary or any Controlled JV Subsidiary; or


 


(f)       make
any Investments other than Investments in a Person that is a Consolidated Subsidiary or Controlled JV Subsidiary existing as of
the First Amendment Effective Date the proceeds of which are used by such Consolidated Subsidiary or Controlled JV Subsidiary solely
to make required payments with respect to required reserve contributions or interest expense on Indebtedness of such Consolidated
Subsidiary or Controlled JV Subsidiary, to pay taxes or operating expenses of such Consolidated Subsidiary or Controlled JV Subsidiary,
and capital expenditures otherwise permitted by this Agreement.


 


Article VIII.


Events of Default and Remedies


 


8.01       
Events of Default. Any of the following shall constitute an Event of Default:


 


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


 


(b)               
Specific Covenants. The Borrower fails in any material respect to perform or observe any term, covenant or agreement
contained in any of Section  6.05, 6.10, 6.11, 6.16, 6.18
or Article VII; or


 






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(c)               
Other Defaults. (i) The Borrower fails in any material respect to perform or observe any term, covenant or agreement
contained in any of Sections 6.01, 6.02, and 6.03 and such failure continues for 30 days,
or (ii) any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section  8.01(a),
(b), or (c)(i) above) contained in any Loan Document on its part to be performed or observed and such failure
continues for 30 days or such longer period, which longer period shall not exceed 60 days (and the aggregate period shall not exceed
90 days), as shall be reasonably necessary to effectuate a cure of such failure so long as Borrower acts with diligence and in
good faith to cure such failure; or


 


(d)               
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made
by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection
herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or


 


(e)               
Cross-Default; Cross Acceleration. (i) Any Loan Party or any Subsidiary or Controlled JV Subsidiary thereof
(A) fails to make any payment when due, after giving effect to any applicable cure or grace periods, (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
hereunder, Indebtedness under Swap Contracts or the CMBS Indebtedness or Indebtedness that is not Consolidated Recourse Indebtedness)
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 more than the Threshold Amount, (B) fails to observe or perform any
other agreement or condition relating to any Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness under Swap
Contracts, the CMBS Indebtedness or Indebtedness that is not Consolidated Recourse Indebtedness) 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 more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, after giving effect to any applicable cure or grace periods, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee
(or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically
or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity,
or such Guarantee to become payable or cash collateral in respect thereof to be demanded or (C) fails to make any payment when
due, after giving effect to any applicable cure or grace periods, (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) or to observe or perform any agreement or condition, after giving effect to any applicable cure or grace
periods, in each case relating to any Indebtedness or Guarantee that is not Consolidated Recourse Indebtedness (other than Indebtedness
under Swap Contracts and the CMBS Indebtedness) 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 more than $200,000,000,
and as a consequence of such default the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee
(or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) has demanded payment of such Indebtedness
in full or has caused such Indebtedness to become immediately due and payable or to be immediately repurchased, prepaid, defeased
or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior
to its stated maturity, or such Guarantee to become payable as to the Indebtedness in full or cash collateral in respect to the
Indebtedness in full to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary
or Controlled JV Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event
(as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary or Controlled JV Subsidiary thereof is an Affected
Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party, such Subsidiary, or such Controlled
JV Subsidiary as a result thereof is greater than the Threshold Amount (or more than $200,000,000 if such payment obligation does
not constitute Consolidated Recourse Indebtedness); or


 






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(f)                
Insolvency Proceedings, Etc. Any Loan Party institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property;
or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application
or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under
any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent
of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding;
or


 


(g)               
Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process
is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded
within 30 days after its issue or levy; or


 


(h)               
Judgments. There is entered against any Loan Party(i) one or more final judgments or orders for the payment
of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered
by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified
of the potential claim and does not dispute coverage) that remains unpaid, stayed or dismissed for more than 60 days, or (ii) any
one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment
or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of
a pending appeal or otherwise, is not in effect; or


 


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


 


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


 






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


 


(l)                
Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section  4.01
or 6.12 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first
priority Lien (subject to Liens permitted by Section  7.01) on the Collateral purported to be covered thereby;
or


 


(m)              
REIT Status. The Parent shall, for any reason, lose or fail to maintain its status as a REIT.


 


8.02      
Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall,
at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:


 


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


 


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


 


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


 


(d)               
exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the
L/C Issuer under the Loan Documents, at law, in equity, or otherwise;


 


provided, however, that upon
the occurrence of an event described in Section 8.01(f), the obligation of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower
to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of
the Administrative Agent or any Lender.


 


8.03          
Application of Funds. After the exercise of remedies provided for in Section  8.02 (or after
the Loans have become immediately due and payable and the L/C Obligations have been required to be Cash Collateralized as set
forth in the proviso to Section  8.02), any amounts received on account of the Obligations shall, subject to
the provisions of Sections 2.16 and 2.17 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 (other than principal, interest and
Letter of Credit Fees, but including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable
under Article III) payable to the Administrative Agent in its capacity as such;


 






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


 


Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings
and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective
amounts described in this clause Third payable to them;


 


Fourth, to payment
of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then owing under
Secured Hedge Agreements, ratably among the Lenders, the L/C Issuer and the Hedge Banks in proportion to the respective amounts
described in this clause Fourth held by them;


 


Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03
and 2.16; and


 


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


 


Subject to Sections 2.03(c)
and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.


 


Notwithstanding the foregoing, Obligations
arising under Secured 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 IX hereof for itself and its Affiliates as if a “Lender” party hereto.


 


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


 


Article IX.


Administrative Agent


 


9.01       
Appointment and Authority.


 


(a)               
Each of the Lenders and the L/C Issuer 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 are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuer, 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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(b)               
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the
Lenders (including in its capacities as a potential Hedge Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any
and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and
discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent”
and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05
for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents,
or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits
of all provisions of this Article IX and Article XI (including Section 11.04(c),
as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as
if set forth in full herein with respect thereto.


 


9.02      
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 Borrower or any Subsidiary or Controlled JV 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.


 


9.03       
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;


 






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(c)               
shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender
or the L/C Issuer, 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 11.01 and 8.02)
or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction
by a final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and
until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer;
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 the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the
value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV
or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


9.04        
Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including
any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying
thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or
increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative
Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have
received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter
of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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.


 


9.05       
Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights
and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative
Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers
by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative
Agent. 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 non-appealable judgment that the Administrative Agent acted with
gross negligence or willful misconduct in the selection of such sub-agents.


 






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9.06       
Resignation of Administrative Agent.


 


(a)               
The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (unless
an Event of Default has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United
States that has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank’s most
recent financial reports), 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
and the L/C Issuer, 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) (i) the retiring or removed
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that
in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan
Documents, the retiring or removed Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative
Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead
be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed)
Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments
or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective
Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation
or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04
shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them (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 (a) acting as collateral agent or otherwise holding
any Collateral on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the
agency to any successor Administrative Agent


 






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


 


9.07       Non-Reliance on Administrative Agent, the Arranger and the Other Lenders. Each Lender and the L/C Issuer 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 or the L/C Issuer 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 and
the L/C Issuer 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 and the L/C Issuer 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
and the L/C Issuer 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 or L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set
forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of purchasing, acquiring or holding any
other type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing.
Each Lender and the L/C Issuer 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 or such L/C Issuer,
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.


 






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9.08      
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners or Arrangers
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, a Lender or the L/C Issuer hereunder.


 


9.09      
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 or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise


 


(a)               
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 
2.03(h), 2.03(i), 2.09 and 11.04) allowed in such judicial proceeding; and


 


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


 


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


 


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


 






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9.10      
Collateral and Guaranty Matters. Without limiting the provisions of Section 9.09, each of the
Lenders (including in its capacities as a potential Hedge Bank) and the L/C Issuer 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 Secured Hedge Agreements as to which arrangements satisfactory to the
applicable Hedge Bank shall have been made to the extent not expressly provided in the Secured Hedge Agreements) and the expiration
or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative
Agent and the L/C Issuer shall have been made), (ii) pursuant to Section 9.11, or (iii) subject to Section 
11.01, if approved, authorized or ratified in writing by the Required Lenders;


 


(b)               
to release any Guarantor from its obligations under the Guaranty, Security Agreement, and Pledge Agreement pursuant to Section
9.11; and


 


(c)               
to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder
of any Lien on such property that is permitted hereunder.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty and Security Agreement pursuant to this Section  9.10. In each case as specified in this Section 
9.10, 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 Collateral Documents or to subordinate its interest in such item, or to release such Guarantor
from its obligations under the Guaranty and Security Agreement, in each case in accordance with the terms of the Loan Documents
and this Section  9.10.


 


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.


 


9.11       
Releases


 


(a)               
The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative
Agent shall release, any Person from any of the Guaranty and the Security Agreement so long as: (i) such Person qualifies,
or will qualify at the time of its release from the Guaranty and the Security Agreement, as an Excluded Subsidiary or has ceased
to be, or at the time of its release from the Guaranty and the Security Agreement will cease to be, a Subsidiary or a JV Subsidiary
with at least $10,000 in assets in the aggregate; (ii) no Default shall then be in existence or would occur as a result of such
release, (iii) such Person is not a party to any Swap Contract by virtue of which any other Person is a Hedge Bank and (iv) the
Administrative Agent shall have received such written request at least 7 Business Days prior to the requested date of release.
Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that
the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness
of such request) are true and correct with respect to such request.


 






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(b)               
The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative
Agent shall release, the Equity Interests in a Person from the Lien of a Pledge Agreement so long as: (i) such Person qualifies,
or will qualify at the time of the release of its Equity Interests, as an Unpledgeable Subsidiary or has ceased to be, or at the
time of the release of its Equity Interests will cease to be, a Person with at least $10,000 in assets in the aggregate; (ii) no
Default shall then be in existence or would occur as a result of such release; and (iii) the Administrative Agent shall have
received such written request at least 7 Business Days prior to the requested date of release. Delivery by the Borrower to the
Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding
sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and
correct with respect to such request.


 


(c)               
Promptly after written request from Borrower and receipt of such supporting documentation as Administrative Agent may request,
Administrative Agent will confirm (subject to the terms hereof) in writing that a specified Person is as of the date of such confirmation:
(i) an Unpledgeable Subsidiary and that its Equity Interests are not subject to the Lien of the Collateral Documents and/or (b)
an Excluded Subsidiary, in either case so long as such Person qualifies as an Unpledgeable Subsidiary or Excluded Subsidiary, as
the case may be, but subject to such Person thereafter being subject to the lien of the Collateral Documents if it is no longer
an Excluded Subsidiary or an Unpledgeable Subsidiary. Delivery by the Borrower to the Administrative Agent of any such request
shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of
the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.
Administrative Agent may rely solely on the representations of Borrower. Notwithstanding the foregoing, if such representations
of Borrower are not true and correct, then to the full extent possible under applicable law, such confirmation by Administrative
Agent shall not release, diminish or impair any Lien pursuant to the Collateral Documents or other rights under the Loan Documents.


 


9.12      
Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any Guaranty or any Collateral
Document, no Hedge Bank that obtains the benefits of Section  8.03, any Guaranty or any Collateral by virtue
of the provisions hereof or of any Guaranty or any Collateral Document 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 IX 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 Secured 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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9.13      
Certain ERISA Matters.


 


(a)       Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and the Arranger, and their respective Affiliates, 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 in connection with the Loans, the Letters of Credit or the Commitments,


 


(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 Loans, the Letters of Credit, the Commitments and this Agreement,


 


(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 Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies
the requirements of subsections (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 Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)       such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)       In
addition, unless either (1) subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with subclause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and the Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for
the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, the Arranger, or any of their respective
Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Letters of Credit, 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).


 


Article X.


Continuing Guaranty


 


10.01     
Guaranty. The Parent hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance
and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon
acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest,
premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Secured Parties, and whether arising
hereunder or under any other Loan Document, or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings
and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection
with the collection or enforcement thereof) and hereby consents to any extension of the Maturity Date pursuant to Section 2.14
hereof or otherwise. The Administrative Agent’s books and records showing the amount of the Obligations shall be
admissible in evidence in any action or proceeding, and shall be binding upon the Parent, and conclusive for the purpose of establishing
the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability
of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection,
non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise
constitute a defense to the obligations of the Parent under this Guaranty, and the Parent hereby irrevocably waives any defenses
it may now have or hereafter acquire in any way relating to any or all of the foregoing.


 






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10.02    
Rights of Lenders. The Parent consents and agrees that the Secured Parties may, at any time and from time to
time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend,
renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part
thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for
the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as
the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute
one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing,
the Parent consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks
of the Parent under this Guaranty or which, but for this provision, might operate as a discharge of the Parent.


 


10.03     
Certain Waivers. The Parent waives (a) any defense arising by reason of any disability or other defense
of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured
Party) of the liability of the Borrower; (b) any defense based on any claim that the Parent’s obligations exceed or
are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Parent’s
liability hereunder; (d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations,
or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate
in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other
defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors
or sureties. The Parent expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance,
notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of
any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence,
creation or incurrence of new or additional Obligations.


 


10.04     
Obligations Independent. The obligations of the Parent hereunder are those of primary obligor, and not merely
as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought
against the Parent to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.


 


10.05     
Subrogation. The Parent shall not exercise any right of subrogation, contribution, indemnity, reimbursement
or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable
under this Guaranty have been indefeasibly paid and performed in full and the Commitments are terminated. If any amounts are paid
to the Parent in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured
Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Obligations, whether matured or unmatured.


 






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10.06    
Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or
hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty
are indefeasibly paid in full in cash and the Commitments with respect to the Obligations are terminated. Notwithstanding the
foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf
of the Borrower or the Parent is made, or any of the Secured Parties exercises its right of setoff, in respect of the Obligations
and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their
discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief
Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties
are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.
The obligations of the Parent under this paragraph shall survive termination of this Guaranty.


 


10.07     
Subordination. The Parent hereby subordinates the payment of all obligations and indebtedness of the Borrower
owing to the Parent, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to
the Parent as subrogee of the Secured Parties or resulting from the Parent’s performance under this Guaranty, to the indefeasible
payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of the Borrower
to the Parent shall be enforced and performance received by the Parent as trustee for the Secured Parties and the proceeds thereof
shall be paid over to the Secured Parties on account of the Obligations, but without reducing or affecting in any manner the liability
of the Parent under this Guaranty.


 


10.08     
Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in connection
with any case commenced by or against the Parent or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts
shall nonetheless be payable by the Parent immediately upon demand by the Secured Parties.


 


10.09     
Condition of Borrower. The Parent acknowledges and agrees that it has the sole responsibility for, and has adequate
means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and
operations of the Borrower and any such other guarantor as the Parent requires, and that none of the Secured Parties has any duty,
and the Parent is not relying on the Secured Parties at any time, to disclose to the Parent any information relating to the business,
operations or financial condition of the Borrower or any other guarantor (the Parent waiving any duty on the part of the Secured
Parties to disclose such information and any defense relating to the failure to provide the same).


 


Article XI.


Miscellaneous


 


11.01    
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:


 






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(a)               
waive any condition set forth in Section  4.01 (other than Section  4.01(b)(i)), or,
in the case of the initial Credit Extension, Section  4.02, without the written consent of each Lender;


 


(b)               
extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 
8.02) without the written consent of such Lender;


 


(c)               
postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender
directly affected thereby;


 


(d)               
reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv)
of the second proviso to this Section  11.01) any fees or other amounts payable hereunder or under any
other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined
term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable
hereunder without the written consent of each Lender directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive
any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;


 


(e)               
change the definition of “Applicable Percentage” or Sections  8.03, 2.12(a),
or 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender;


 


(f)                
change any provision of this Section  11.01 or the definition of “Required Lenders”
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, without the written consent of each Lender;


 


(g)               
release all or substantially all of the Collateral in any transaction or series of related transactions other than releases
as permitted by Section 9.11 hereof, without the written consent of each Lender; or


 


(h)               
release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the
extent the release of any Subsidiary or Controlled JV Subsidiary from the Guaranty is permitted pursuant to Section 
9.10 (in which case such release may be made by the Administrative Agent acting alone);


 


and provided, further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required
above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender
in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) any
Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender
may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment
of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment
or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately
adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.


 






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If any Lender does
not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of
each Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance
with Section 11.13; provided that such amendment, waiver, consent or release can be effected as a result
of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant
to this paragraph).


 


11.02       
Notices; Effectiveness; Electronic Communication.


 


(a)               
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile
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 Parent, the Borrower or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender,
to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02;
and


 


(ii)              
if to any other Lender, to the address, facsimile number, 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 subsection (b)
below shall be effective as provided in such subsection (b).


 


(b)               
Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer 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 or the L/C Issuer
pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that
it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line
Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited
to particular notices or communications.


 






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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.


 


(c)               
The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”)
have any liability to the Parent, the Borrower, any other Loan Party, any Lender, the L/C Issuer 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)               
Change of Address, Etc. Each of the Parent, the Borrower, any other Loan Party, the Administrative Agent, the L/C
Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder
by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and
other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In
addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on
record (i) an effective address, contact name, telephone number, facsimile number and 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 Borrower
or its securities for purposes of United States Federal or state securities laws.


 






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(e)               
Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders
shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices, Letter of Credit Applications
and Swing Line Loan Notices) 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 Borrower shall indemnify the Administrative
Agent, the L/C Issuer, 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.


 


11.03       
No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative
Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any
other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that
the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that
inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the
L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as
L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising
setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or
(d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding
relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person
acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the
rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to
the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject
to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available
to it and as authorized by the Required Lenders.


 


11.04       
Expenses; Indemnity; Damage Waiver.


 


(a)               
Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in
connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter
of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent,
any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender
or the L/C Issuer), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative
Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with
this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with
the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans or Letters of Credit.


 






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(b)               
Indemnification by the Borrower. The Borrower shall indemnify the   Administrative Agent (and any sub-agent thereof),
each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee
from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any
Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder,  the   consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and
any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including
in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed
use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply with the terms of such Letter  of Credit), (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries or JV  Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries
or JV Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other
Loan Party, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING,
IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim  brought by the Borrower or any other Loan Party 
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document,
if the Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such  claim as determined by
a court of competent  jurisdiction. Without  limiting the provisions of Section 3.01(c), this Section 11.04(b)
shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim.


 






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(c)               
Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required
under subsection (a) or (b) of this Section to be paid by it to the Administrative
Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without
limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the
L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as
of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total
Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender),
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender
in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such
sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).


 


(d)               
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Parent and the Borrower
shall not assert, and hereby waive, and acknowledge that no other Person shall have, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby,
the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
referred to in subsection (b) above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct
of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.


 


(e)               
Payments. All amounts due under this Section shall be payable not later than ten Business Days after
demand therefor accompanied by an invoice setting forth in reasonable detail the calculation of the amount of such demand.


 


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


 


11.05       
Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative
Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff,
and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer
or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its
applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest
thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from
time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding
sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 






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11.06       
Successors and Assigns.


 


(a)               
Successors and Assigns Generally. The provisions of this Agreement 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 (f) of this Section (and any
other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer 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(s) and the Loans (including for purposes of
this Section 11.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it);
provided that any such assignment shall be subject to the following conditions:


 


(i)                
Minimum Amounts.


 


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


 


(B)             
in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the
principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative
Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not
to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee
Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and
members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has
been met.


 






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(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 Loans or the Commitment assigned, except
that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect
of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among any separate
revolving credit or term loan facilities provided pursuant to the second to last paragraph of Section  11.01
on a non-pro rata basis;


 


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


 


(A)             
the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that it is understood
that it shall be reasonable for the Borrower to withhold consent to a new assignee Lender if such new assignee Lender is a hedge
fund, private equity fund or any entity that is a direct competitor of the Borrower and is in the hotel business) shall be required
unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is
to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented
to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after
having received notice thereof;


 


(B)             
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such
assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and


 


(C)             
the consent of the L/C Issuer and the Swing Line Lender shall be required for any assignment.


 


(iv)             
Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; 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 Parent, the Borrower or any of
their respective Affiliates or Subsidiaries or JV Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries
or Controlled JV Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons
described in this clause (B), or (C) to a natural Person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of a natural Person).


 


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


 






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Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and,
to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to
be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04
with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except
to the extent otherwise expressly agreed by the affected parties no assignment by a Defaulting Lender will constitute a waiver
or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request,
the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d).


 


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


 


(d)               
Participations. Any Lender may at any time, with the consent of the Borrower (such consent not to be unreasonably
withheld or delayed; provided that it is understood that it shall be reasonable for the Borrower to withhold consent to
a new participant if such new participant is a hedge fund, private equity fund or any entity that is a direct competitor of the
Borrower and is in the hotel business) and the Administrative Agent (such consent not to be unreasonably withheld or delayed),
sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned
and operated for the primary benefit of a natural Person, a Defaulting Lender, or the Borrower or any of the Borrower’s Affiliates
or Subsidiaries or JV Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement, (iv) the consent of the Borrower and the Administrative Agent shall not be required if such participation is sold to
a Lender, an Affiliate of a Lender or an Approved Fund, (v) the consent of the Borrower shall not be required if an Event of Default
has occurred and is continuing at the time of such sale of a participation, and (vi) the Borrower shall be deemed to have consented
to any such sale of a participation unless it shall object thereto by written notice to the Administrative Agent within ten Business
Days after having received notice thereof. For the avoidance of doubt, each Lender shall be responsible for the indemnity under
Sections  11.04(c) without regard to the existence of any participation.


 






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Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section
(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
paragraph (b) of this Section; provided that such Participant (A) agrees to be subject
to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b)
of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or
3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would
have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law
that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the
Borrower’s request, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section
3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 11.08 as though it were a Lender; provided 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.


 






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(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.


 


(f)                
Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained
herein, if at any time Bank of America assigns all of its Commitment and Revolving Credit Loans pursuant to Section 11.06(b),
Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon
30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing
Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of
Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain
all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as
of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require
the Lenders to make Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).
If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder
with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to
require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).
Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and
(b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations
of Bank of America with respect to such Letters of Credit.


 


11.07       
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C
Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates, its auditors and to Related Parties (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its
Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to
an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or
any Eligible Assignee invited to be a Lender pursuant to Section 11.01 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 Borrower or its Subsidiaries or JV Subsidiaries or the credit facilities provided hereunder or (ii) the
CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers
with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent
such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes
available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis
from a source other than the Borrower. 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 Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents,
and the Commitments.


 






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For purposes of this
Section, “Information” means all information received from any Loan Party or any Subsidiary
or JV Subsidiary thereof relating to any Loan Party or any Subsidiary or JV Subsidiary thereof or their respective businesses,
other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential
basis prior to disclosure by any Loan Party or any Subsidiary or JV Subsidiary thereof, provided that, in the case of information
received from a Loan Party or any such Subsidiary or JV Subsidiary after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.


 


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


 


11.08       
Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and
each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by
applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any
such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations
of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or
the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party
may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the
branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section  2.17 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.
Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,
provided that the failure to give such notice shall not affect the validity of such setoff and application.


 


11.09       
Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest
paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable
Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount
that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize
any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder.


 






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11.10       
Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to
the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof
and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear
the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement
by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery
of a manually executed counterpart of this Agreement.


 


11.11       
Survival of Representations and Warranties. All representations and warranties made hereunder and in any other
Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative
Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension,
and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.


 


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


 


11.13       
Replacement of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06,
if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Borrower
the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other
than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this
Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that:


 






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


 


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


 


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


 


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


 


(e)               
in the case of 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.


 


11.14       
Governing Law; Jurisdiction; Etc.


 


(a)               
GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


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


 






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


 


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


 


11.15       
Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


11.16       
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower
and the Parent and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(i)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger, and
the Lenders are arm’s-length commercial transactions between the Borrower, the Parent, each other Loan Party and their respective
Affiliates, on the one hand, and the Administrative Agent and the Arranger, and the Lenders, on the other hand, (B) each
of the Borrower, the Parent, and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) each of the Borrower the Parent and each other Loan Party is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(ii)(A) the Administrative Agent and the Arranger and each Lender is and has been acting solely as a principal and, except
as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for the Borrower, the Parent, any other Loan Party, or any of their respective Affiliates, or any other Person and (B) neither
the Administrative Agent nor the Arranger nor any Lender has any obligation to the Borrower, the Parent, any other Loan Party,
or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arranger and the Lenders and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower,
the Parent, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor the Arranger nor
any Lender has any obligation to disclose any of such interests to the Borrower, the Parent, any other Loan Party or any of their
respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the Parent, and each other Loan Party
hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger or any Lender with respect
to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 






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11.17       
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 Assumptions, amendments
or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided
that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to
accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures
approved by it.


 


11.18       
USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each
Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan
Party in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender,
provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with
its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including
the Act.


 


11.19       
Time of the Essence.  Time is of the essence of the Loan Documents.


 


11.20       
Acknowledgement and Consent to Bail-In of EEA Financial Institutions.
Solely to the extent
any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Loan Document,
to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority
and agrees and consents to, and acknowledges and agrees to be bound by:


 






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


 


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


 


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


 


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


 


11.21       
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 11.21, 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.


 






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“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.


 


“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).


 


11.22       
Amendment and Restatement of Existing Credit Agreement.  The parties hereto agree that as of the Closing Date:
(a) the Obligations hereunder represent the amendment, restatement, extension, and consolidation, but not extinguishment,
of the “Obligations” under the Existing Credit Agreement; (b) this Agreement amends, restates, supersedes,
and replaces the Existing Credit Agreement in its entirety; and (c) any Guaranty executed pursuant to this Agreement amends,
restates, supersedes, and replaces the “Guaranty” executed pursuant to the Existing Credit Agreement. On the
Closing Date, (i) the commitment of any “Lender” under the Existing Credit Agreement that is not continuing
as a Lender hereunder shall terminate and (ii) Administrative Agent shall reallocate the Commitments hereunder to reflect
the terms hereof.


 


11.23       
ENTIRE AGREEMENT. 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.


 


[Signature Pages
Follow]


 






    117


     


    

 


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


 


	 	BRAEMAR HOSPITALITY LIMITED PARTNERSHIP




 


		By:	Braemar OP General Partner LLC, its general partner



 


		By:	 
	 	 	Name:
	 	 	Title:




 


	 	braemar hotels & resorts Inc.




 


		By:	 
	 	 	Name:
	 	 	Title:




 


Signature Page to


Second Amended and Restated Credit Agreement


 






    


     


    

 


	 	bank of
    america, n.a., as
	 	Administrative Agent




 


		By:	 
	 	 	Name:
	 	 	Title:




 


Signature Page to


Second Amended and Restated Credit Agreement


 






    


     


    

 


	 	bank of
    america, n.a., as a Lender, L/C Issuer and Swing Line Lender




 


		By:	 
	 	 	Name:
	 	 	Title:




 


Signature Page to


Second Amended and Restated Credit Agreement


 






    


     


    

 


	 	keybank
    national association as a Lender and Syndication Agent




 


		By:	 
	 	 	Name:
	 	 	Title:




 


Signature Page to


Second Amended and Restated Credit Agreement


 






    


     


    

 


	 	Morgan
    stanley senior funding, inc. as a Lender




 


		By:	 
	 	 	Name:
	 	 	Title:




 


Signature Page to


Second Amended and Restated Credit Agreement