EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
  

 
  

Deal CUSIP 30226JAA1 

Revolving Loan CUSIP 30226JAB9 

Five-Year Term Loan CUSIP 30226JAC7 

Seven-Year Term Loan CUSIP 30226JAD5 

CREDIT AGREEMENT 
 DATED
AS OF OCTOBER 14, 2016 
 AMONG 

EXTRA SPACE STORAGE LP, 

EXTRA SPACE STORAGE INC., 

THE LENDERS, 
 U.S. BANK
NATIONAL ASSOCIATION, 
 AS ADMINISTRATIVE AGENT, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

BANK OF AMERICA, N.A., 

solely with respect to the Revolving Facility and the Five-Year Term Loan Facility, and 

PNC BANK, NATIONAL ASSOCIATION, 

solely with respect to the Seven-Year Term Loan Facility, 

AS CO-SYNDICATION AGENTS, 

TD BANK, and 

PNC BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., 

CITIBANK, N.A., COMPASS BANK, BMO HARRIS BANK, N.A. AND BANK OF THE WEST, 

solely with respect to the Revolving Facility and the Five-Year Term Loan Facility, 

AS CO-DOCUMENTATION AGENTS, 

MORGAN STANLEY BANK, N.A. and REGIONS BANK, 

solely with respect to the Revolving Facility and the Five-Year Term Loan Facility, 

AS CO-SENIOR MANAGING AGENTS, 

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 WELLS FARGO SECURITIES, LLC, 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

solely with respect to the Revolving Facility and the Five-Year Term Loan Facility, and 

PNC CAPITAL MARKETS LLC, 

solely with respect to the Seven-Year Term Loan Facility, 

AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS 
  

 
  







 Table of Contents 

 

							
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	  
			
	       1.1.
	 	 Definitions
	  	 	1	  
	       1.2.
	 	 Rules of Interpretation
	  	 	35	  
		
	 ARTICLE II THE CREDITS
	  	 	35	  
			
	       2.1.
	 	 Commitment
	  	 	35	  
	       2.2.
	 	 Required Payments; Termination
	  	 	36	  
	       2.3.
	 	 Ratable Loans; Types of Advances
	  	 	36	  
	       2.4.
	 	 Swing Line Loans
	  	 	37	  
	       2.5.
	 	 Fees
	  	 	38	  
	       2.6.
	 	 Minimum Amount of Each Advance
	  	 	39	  
	       2.7.
	 	 Reductions in Aggregate Revolving Commitment; Optional Principal Payments
	  	 	39	  
	       2.8.
	 	 Method of Selecting Types and Interest Periods for New Advances
	  	 	41	  
	       2.9.
	 	 Conversion and Continuation of Outstanding Advances; Maximum Number of Interest
Periods
	  	 	42	  
	       2.10.
	 	 Interest Rates
	  	 	43	  
	       2.11.
	 	 Rates Applicable After Event of Default
	  	 	43	  
	       2.12.
	 	 Method of Payment; Repayment of Term Loans
	  	 	44	  
	       2.13.
	 	 Noteless Agreement; Evidence of Indebtedness
	  	 	44	  
	       2.14.
	 	 Telephonic Notices
	  	 	45	  
	       2.15.
	 	 Interest Payment Dates; Interest and Fee Basis
	  	 	45	  
	       2.16.
	 	 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions
	  	 	46	  
	       2.17.
	 	 Lending Installations
	  	 	46	  
	       2.18.
	 	 Non-Receipt of Funds by the Administrative Agent
	  	 	46	  
	       2.19.
	 	 Facility LCs
	  	 	46	  
	       2.20.
	 	 Replacement of Lender
	  	 	51	  
	       2.21.
	 	 Limitation of Interest
	  	 	52	  
	       2.22.
	 	 Defaulting Lenders
	  	 	53	  
	       2.23.
	 	 Extensions of Revolving Commitments
	  	 	57	  
	       2.24.
	 	 Increase Option
	  	 	57	  
	       2.25.
	 	 Bid Rate Loans
	  	 	59	  
		
	 ARTICLE III YIELD PROTECTION; TAXES
	  	 	63	  
			
	       3.1.
	 	 Yield Protection
	  	 	63	  
	       3.2.
	 	 Changes in Capital Adequacy Regulations
	  	 	64	  
	       3.3.
	 	 Availability of Types of Advances; Adequacy of Interest Rate
	  	 	64	  
	       3.4.
	 	 Funding Indemnification
	  	 	65	  
	       3.5.
	 	 Taxes
	  	 	65	  


  
 i 









							
	       3.6.
	 	 Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of
Indemnity
	  	 	69	  
		
	 ARTICLE IV CONDITIONS PRECEDENT
	  	 	69	  
			
	       4.1.
	 	 Initial Credit Extension
	  	 	69	  
	       4.2.
	 	 Each Credit Extension
	  	 	71	  
		
	 ARTICLE V REPRESENTATIONS AND WARRANTIES
	  	 	72	  
			
	       5.1.
	 	 Existence and Standing
	  	 	72	  
	       5.2.
	 	 Authorization and Validity
	  	 	72	  
	       5.3.
	 	 No Conflict; Government Consent
	  	 	72	  
	       5.4.
	 	 Financial Statements
	  	 	73	  
	       5.5.
	 	 Taxes
	  	 	73	  
	       5.6.
	 	 Litigation and Contingent Obligations
	  	 	73	  
	       5.7.
	 	 Subsidiaries
	  	 	73	  
	       5.8.
	 	 ERISA
	  	 	74	  
	       5.9.
	 	 Accuracy of Information
	  	 	74	  
	       5.10.
	 	 Regulation U
	  	 	74	  
	       5.11.
	 	 Compliance With Laws
	  	 	74	  
	       5.12.
	 	 Ownership of Properties
	  	 	74	  
	       5.13.
	 	 Environmental Matters
	  	 	74	  
	       5.14.
	 	 Investment Company Act
	  	 	75	  
	       5.15.
	 	 Insurance
	  	 	75	  
	       5.16.
	 	 Solvency
	  	 	75	  
	       5.17.
	 	 Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws
	  	 	75	  
	       5.18.
	 	 EEA Financial Institution
	  	 	76	  
		
	 ARTICLE VI COVENANTS
	  	 	76	  
			
	       6.1.
	 	 Financial Reporting
	  	 	76	  
	       6.2.
	 	 Use of Proceeds
	  	 	77	  
	       6.3.
	 	 Notice of Material Events
	  	 	78	  
	       6.4.
	 	 Conduct of Business
	  	 	78	  
	       6.5.
	 	 Taxes
	  	 	79	  
	       6.6.
	 	 Insurance
	  	 	79	  
	       6.7.
	 	 Compliance with Laws
	  	 	79	  
	       6.8.
	 	 Maintenance of Properties
	  	 	79	  
	       6.9.
	 	 Books and Records; Inspection
	  	 	79	  
	       6.10.
	 	 Indebtedness
	  	 	80	  
	       6.11.
	 	 Merger, Consolidation and Sales of Assets
	  	 	80	  
	       6.12.
	 	 Investments
	  	 	81	  
	       6.13.
	 	 Liens on Eligible Properties
	  	 	81	  
	       6.14.
	 	 Affiliates
	  	 	81	  
	       6.15.
	 	 Restricted Payments
	  	 	81	  
	       6.16.
	 	 Financial Covenants
	  	 	82	  
	       6.17.
	 	 Guarantors
	  	 	83	  
	       6.18.
	 	 PATRIOT Act Compliance
	  	 	85	  


  
 ii 









							
	       6.19.
	 	 Maintenance of REIT Status; Exchange Listing
	  	 	85	  
		
	 ARTICLE VII DEFAULTS
	  	 	85	  
		
	 ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
	  	 	87	  
			
	       8.1.
	 	 Acceleration; Remedies
	  	 	87	  
	       8.2.
	 	 Application of Funds
	  	 	88	  
	       8.3.
	 	 Amendments
	  	 	89	  
	       8.4.
	 	 Preservation of Rights
	  	 	90	  
		
	 ARTICLE IX GENERAL PROVISIONS
	  	 	91	  
			
	       9.1.
	 	 Survival of Representations
	  	 	91	  
	       9.2.
	 	 Governmental Regulation
	  	 	91	  
	       9.3.
	 	 Headings
	  	 	91	  
	       9.4.
	 	 Entire Agreement
	  	 	91	  
	       9.5.
	 	 Several Obligations; Benefits of this Agreement
	  	 	91	  
	       9.6.
	 	 Expenses; Indemnification
	  	 	91	  
	       9.7.
	 	 Numbers of Documents
	  	 	93	  
	       9.8.
	 	 Accounting
	  	 	93	  
	       9.9.
	 	 Severability of Provisions
	  	 	93	  
	       9.10.
	 	 Nonliability of Lenders
	  	 	93	  
	       9.11.
	 	 Confidentiality
	  	 	94	  
	       9.12.
	 	 Nonreliance
	  	 	95	  
	       9.13.
	 	 Disclosure
	  	 	95	  
	       9.14.
	 	 USA PATRIOT ACT NOTIFICATION
	  	 	95	  
	       9.15.
	 	 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
	  	 	95	  
	       9.16.
	 	 Joinder by the REIT
	  	 	95	  
		
	 ARTICLE X THE ADMINISTRATIVE AGENT
	  	 	96	  
			
	     10.1.
	 	 Appointment; Nature of Relationship
	  	 	96	  
	     10.2.
	 	 Powers
	  	 	96	  
	     10.3.
	 	 General Immunity
	  	 	96	  
	     10.4.
	 	 No Responsibility for Loans, Recitals, etc.
	  	 	96	  
	     10.5.
	 	 Action on Instructions of Lenders
	  	 	97	  
	     10.6.
	 	 Employment of Administrative Agents and Counsel
	  	 	97	  
	     10.7.
	 	 Reliance on Documents; Counsel
	  	 	97	  
	     10.8.
	 	 Administrative Agent’s Reimbursement and Indemnification
	  	 	97	  
	     10.9.
	 	 Notice of Event of Default
	  	 	98	  
	     10.10.
	 	 Rights as a Lender
	  	 	98	  
	     10.11.
	 	 Lender Credit Decision, Legal Representation
	  	 	98	  
	     10.12.
	 	 Successor Administrative Agent
	  	 	99	  
	     10.13.
	 	 Administrative Agent and Arranger Fees
	  	 	100	  
	     10.14.
	 	 Delegation to Affiliates
	  	 	100	  
	     10.15.
	 	 [Reserved]
	  	 	100	  


  
 iii 









							
	     10.16.
	 	 Guarantor Releases
	  	 	100	  
	     10.17.
	 	 Co-Syndication Agents, etc.
	  	 	101	  
	     10.18.
	 	 No Advisory or Fiduciary Responsibility
	  	 	101	  
		
	 ARTICLE XI SETOFF; RATABLE PAYMENTS
	  	 	101	  
			
	     11.1.
	 	 Setoff
	  	 	101	  
	     11.2.
	 	 Ratable Payments
	  	 	102	  
		
	 ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
	  	 	102	  
			
	     12.1.
	 	 Successors and Assigns
	  	 	102	  
	     12.2.
	 	 Participations
	  	 	104	  
	     12.3.
	 	 Assignments
	  	 	105	  
		
	 ARTICLE XIII NOTICES
	  	 	107	  
			
	     13.1.
	 	 Notices; Effectiveness; Electronic Communication
	  	 	107	  
		
	 ARTICLE XIV COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION;
ELECTRONIC RECORDS
	  	 	108	  
			
	     14.1.
	 	 Counterparts; Effectiveness
	  	 	108	  
	     14.2.
	 	 Electronic Execution of Assignments
	  	 	109	  
	     14.3.
	 	 Electronic Records
	  	 	109	  
		
	 ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL
	  	 	109	  
			
	     15.1.
	 	 CHOICE OF LAW
	  	 	109	  
	     15.2.
	 	 CONSENT TO JURISDICTION
	  	 	109	  
	     15.3.
	 	 WAIVER OF JURY TRIAL
	  	 	110	  


  
 iv 








 SCHEDULES 

PRICING SCHEDULE 
 SCHEDULE 1 – Commitments

 SCHEDULE 4. – Payoff of Existing Facilities 

SCHEDULE 5.7 – Subsidiaries 
 SCHEDULE 5.12
– Certain Permitted Liens 
 SCHEDULE 6.12 – Investments 

SCHEDULE A – Additional Eligible Ground Leases 

EXHIBITS 
 EXHIBIT A – Intentionally
Omitted 
 EXHIBIT B – Form of Compliance Certificate 

EXHIBIT C – Form of Assignment and Assumption Agreement 

EXHIBIT D-1 – Form of Borrowing Notice 
 EXHIBIT
D-2 – Form of Conversion/Continuation Notice 
 EXHIBIT D-3 – Form of Payment Notice 

EXHIBIT E-1 – Form of Revolving Note 
 EXHIBIT
E-2 – Form of Five-Year Term Loan Note 
 EXHIBIT E-3 – Form of Seven-Year Term Loan Note 

EXHIBIT E-4 – Form of Bid Rate Note 
 EXHIBIT F
– Form of Increasing Lender Supplement 
 EXHIBIT G – Form of Augmenting Lender Supplement 

EXHIBIT H – List of Closing Documents 
 EXHIBIT
I-1 – Form of Bid Rate Quote Request 

  
 v 








 EXHIBIT I-2 – Form of Bid Rate Quote 

EXHIBIT I-3 – Form of Bid Rate Quote Acceptance 

EXHIBIT J – Form of Designation Agreement 

  
 vi 








 CREDIT AGREEMENT 

This Credit Agreement (the “Agreement”), dated as of October 14, 2016, is among Extra Space Storage LP, a Delaware limited
partnership, the Lenders and U.S. Bank National Association, a national banking association, as an LC Issuer, the Swing Line Lender and as Administrative Agent and joined in by Extra Space Storage Inc., a Maryland corporation, for the purposes set
forth in Section 9.16. The parties hereto agree as follows: 
 ARTICLE I  

DEFINITIONS 
 1.1.
Definitions. As used in this Agreement: 
 “Absolute Rate” has the meaning given that term in Section 2.25(c)(ii)(C).

 “Absolute Rate Auction” means a solicitation of Bid Rate Quotes setting forth Absolute Rates pursuant to Section 2.25.

 “Absolute Rate Loan” means a Bid Rate Loan, the interest rate on which is determined on the basis of an Absolute Rate pursuant
to an Absolute Rate Auction. 
 “Acquisition” means any transaction, or any series of related transactions, consummated on or
after the date of this Agreement, by which the Borrower or any of its Subsidiaries (a) acquires any going-concern business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof,
whether through purchase of assets, merger or otherwise or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have
ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or
limited liability company. 
 “Additional Specified Income” means, as of any date of determination for any applicable Test Period,
the sum of (a) cash distributions and cash royalties received by the REIT or any of its Subsidiaries (other than any Captive Insurance Subsidiary) with respect to Tenant Insurance Operating Income during such Test Period in respect of
Properties that are not 100% owned in fee simple, or leased under an Eligible Ground Lease, by the REIT or any of its Subsidiaries, plus (b) Management Fee EBITDA for such Test Period. 

“Adjusted EBITDA” means, for any given period, (a) the EBITDA of the REIT and its Subsidiaries determined on a consolidated
basis for such period minus (b) Reserve for Replacements. 
 “Administrative Agent” means U.S. Bank in its capacity as
contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X. 

  
 1 








 “Administrative Questionnaire” means, with respect to each Lender, an administrative
questionnaire in the form prepared by the Administrative Agent. 
 “Advance” means a borrowing hereunder of (a) Revolving
Loans made by some or all of the Revolving Lenders, of the same Type and, in the case of Eurodollar Loans, for the same Interest Period, and (b) a Term Loan made, converted or continued on the same Borrowing Date or date of conversion or
continuation, as applicable, and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. The term “Advance” shall include Swing Line Loans unless otherwise expressly provided. 

“Affected Lender” is defined in Section 2.20. 

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such
Person, including, without limitation, such Person’s Subsidiaries. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled
Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. 

“Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders at
such time. 
 “Aggregate Outstanding Revolving Credit Exposure” means, at any time, the aggregate of the Revolving Exposure of all
the Lenders at such time. 
 “Aggregate Revolving Commitments” means the aggregate of the Revolving Commitments of all the
Lenders, as reduced or increased from time to time pursuant to the terms hereof. As of the date of this Agreement, the Aggregate Revolving Commitments are $500,000,000. 

“Agreement” means this Credit Agreement, as it may be amended or modified and in effect from time to time. 

“Alternate Base Rate” means, for any day, a rate of interest per annum equal to the highest of (a) 0.0%, (b) the Prime
Rate for such day, (c) the sum of the Federal Funds Effective Rate for such day plus 0.50% per annum and (d) the Eurodollar Rate (without giving effect to the Applicable Margin) for a one month Interest Period on such day (or if
such day is not a Business Day, the immediately preceding Business Day) for Dollars plus 1.0%, provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate reported by the applicable financial
information service at approximately 11:00 a.m. London time on such day. 
 “Anti-Corruption Laws” means all laws, rules, and
regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption. 

  
 2 








 “Applicable Fee Rate” means the percentage rate per annum at which, from and after the
Investment Grade Election, Facility Fees are accruing on the Aggregate Revolving Commitment (without regard to usage) at such time as set forth in the Pricing Schedule. 

“Applicable Margin” means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at
such time with respect to Advances of such Type as set forth in the Pricing Schedule. 
 “Approved Fund” means any Fund that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Approved Participant” is defined in Section 12.2(c). 

“Arranger” means each of (a) U.S. Bank, (b) Wells Fargo Securities, LLC, (c) solely with respect to the Revolving
Facility and the Five-Year Term Loan Facility, Merrill Lynch, Pierce, Fenner & Smith Incorporated, together with its affiliates, and (d) solely with respect to the Seven-Year Term Loan Facility, PNC Capital Markets LLC and its
successors, in each case, in its capacity as Joint Lead Arranger and Joint Book Runner. 
 “Article” means an article of this
Agreement unless another document is specifically referenced. 
 “Augmenting Lender” is defined in Section 2.24. 

“Authorized Officer” means any of the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Executive Vice
President or Treasurer of the REIT, acting singly. 
 “Authorized Signatory” means, with respect to any Person, any manager,
trustee, officer or other Person, in each case which is identified on an incumbency certificate delivered to the Administrative Agent as authorized to execute documents on behalf of such Person or such Person’s general partner. 

“Available Aggregate Revolving Commitment” means, at any time, the Aggregate Revolving Commitments at such time minus the
Aggregate Outstanding Revolving Credit Exposure at such time. 
 “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, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule. 
 “Base Rate” means, for any day, a rate per annum equal to
(a) the Alternate Base Rate for such day plus (b) the Applicable Margin, in each case changing when and as the Alternate Base Rate changes. 

  
 3 








 “Base Rate Advance” means an Advance which, except as otherwise provided in
Section 2.11, bears interest at the Base Rate. 
 “Base Rate Loan” means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the Base Rate. 
 “Bid Rate Borrowing” has the meaning given that term in
Section 2.25(b). 
 “Bid Rate Loan” means a loan made by a Lender under Section 2.25(f). 

“Bid Rate Note” means a promissory note of the Borrower substantially in the form of
Exhibit E-4, payable to a Lender (or its registered assigns) as originally in effect and otherwise duly completed. 

“Bid Rate Quote” means an offer in accordance with Section 2.25(c) by a Lender to make a Bid Rate Loan with one single
specified interest rate. 
 “Bid Rate Quote Request” has the meaning given that term in Section 2.25(b). 

“Borrower” means Extra Space Storage LP, a Delaware limited partnership, and its successors and assigns. 

“Borrowing Date” means a date on which an Advance is made or a Facility LC is issued hereunder. 

“Borrowing Notice” is defined in Section 2.8. 

“Business Day” means (a) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a
Saturday or Sunday) on which banks generally are open in New York City, New York and Salt Lake City, Utah for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and
dealings in Dollars are carried on in the London interbank market and (b) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in New York City, New York and Salt Lake City, Utah for the conduct of
substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system. 

“Capitalization Rate” means 7.0%. 

“Capitalized Lease Obligation” means obligations under a lease that is required to be capitalized for financial reporting purposes
in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation determined in accordance with GAAP. 

“Captive Insurance Subsidiary” means any Wholly Owned Subsidiary that (a) has no Subsidiaries other than Captive Insurance
Subsidiaries, (b) is a captive insurance company established for the primary purpose of entering into Tenant Insurance Contracts and (c) is subject to regulation as an insurance company. 

  
 4 








 “Cash Collateralize” means to deposit in the Facility LC Collateral Account or to
pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuers or Lenders, as collateral for LC Obligations or obligations of Lenders to fund participations in respect of LC Obligations, cash or
deposit account balances or, if the Administrative Agent and the LC Issuers shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent
and the LC Issuer. “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 (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government
or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (b) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest
ratings obtainable from any two of S&P, Moody’s, or Fitch Investors Service, Inc. (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as may be acceptable
to the Administrative Agent) and not listed for possible downgrade in Credit Watch published by S&P; (c) commercial paper, other than commercial paper issued by the REIT or any of its affiliates, maturing no more than ninety (90) days
after the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 or P-1 from either S&P or Moody’s (or, if at any time
neither S&P, nor Moody’s shall be rating such obligations, then the highest rating from such other nationally recognized rating services as may be acceptable to the Administrative Agent); (d) domestic and Eurodollar certificates of
deposit or time deposits or bankers’ acceptances maturing within ninety (90) days after the date of acquisition thereof, overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of
securities or debt instruments issued, in each case, by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or Canada which at the time of acquisition (i) has (or, in the
case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior unsecured debt obligations of not less than Baa-2 by Moody’s or a comparable rating by a rating agency acceptable
to the Administrative Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000); and (e) money market mutual funds invested in the securities listed above. 

“Cash Management Services” means any banking services that are provided to the Borrower or any Subsidiary by the Administrative
Agent, any LC Issuer or any other Lender or any Affiliate of any of the foregoing, including without limitation: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) stored value
cards, (f) automated clearing house or wire transfer services, or (g) treasury management, including controlled disbursement, consolidated account, lockbox, overdraft, return items, sweep and interstate depository network services. 

“Change in Law” means the adoption of or change in any law, rule, regulation, policy, interpretation, or directive (whether or not
having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (including,


  
 5 








 
notwithstanding the foregoing, all requests, rules, guidelines or directives (a) in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or (b) promulgated by
the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case of clauses (a) and (b),
regardless of the date enacted, adopted, issued, promulgated or implemented), or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency. 
 “Change of Control” means: 

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the unconditional right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or
indirectly, of more than 25.0% of the total voting power of the then outstanding voting stock of the REIT; 
 (b) during any period of 12
consecutive months ending after the Effective Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the REIT (together with any new directors whose election
by such Board or whose nomination for election by the shareholders of the REIT was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the REIT then in office; 

(c) the REIT or a Wholly Owned Subsidiary of the REIT shall cease to be the sole general partner of the Borrower or shall cease to have the
sole and exclusive power to exercise all management and control over the Borrower; or 
 (d) the REIT shall cease to own and control,
directly or indirectly, of record and beneficially, at least 75% of the outstanding Equity Interests of the Borrower free and clear of all Liens (other than Permitted Liens of the type referred to in clause (f) of the definition of Permitted
Liens). 
 “Class”, when used in reference to any Loan or Advance, refers to whether such Loan, or the Loans comprising such
Advance, are Revolving Loans, Five-Year Term Loans or Seven-Year Term Loans. 
 “Co-Syndication Agent” means each of
(a) Wells Fargo Bank, National Association, (b) solely with respect to the Revolving Facility and the Five-Year Term Loan Facility, Bank of America, N.A., and (c) solely with respect to the Seven-Year Term Loan Facility, PNC Bank,
National Association, each in its capacity as Co-Syndication Agent. 
 “Code” means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time. 

  
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 “Collateral Shortfall Amount” is defined in Section 8.1(a). 

“Commitment” means, for each Lender, the sum of such Lender’s Revolving Commitment and Term Loan Commitments, in an amount not
exceeding the amount set forth in Schedule 1, as it may be modified (a) pursuant to Section 2.7, (b) as a result of any assignment that has become effective pursuant to Section 12.3(c) or (c) otherwise from time to time
pursuant to the terms hereof. 
 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C.
§1 et seq.), as amended from time to time, and any successor statute. 
 “Consolidated Leverage Ratio” means the
ratio of Total Indebtedness to Total Asset Value. 
 “Contingent Obligation” of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to
maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay
contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership. 

“Conversion/Continuation Notice” is defined in Section 2.9. 

“Credit Extension” means the making of an Advance or the issuance of a Facility LC hereunder. 

“Customary Recourse Exceptions” means, with respect to any Indebtedness, personal recourse that is limited to fraud,
misrepresentation, misapplication of cash, waste, environmental claims and liabilities, prohibited transfers, violations of single-purpose entity covenants, voluntary insolvency proceedings and other circumstances customarily excluded by
institutional lenders from exculpation provisions and/or included in separate guaranty or indemnification agreements in non-recourse financing of real property. 

“Customer Advance” means any amount advanced by the REIT or any of its Subsidiaries on behalf of any customer of the REIT or any of
its Subsidiaries, in each case pursuant to and in accordance with the provisions of a Management Contract between such customer and the REIT or any of its Subsidiaries in the ordinary course of business. “Customer Advances” means all such
Customer Advances. 
 “Customer Deposit Account” means any deposit account or securities account maintained by the REIT or any of
its Affiliates pursuant to any Management Contract, in each case for the purpose of holding funds of the customer of the REIT or any of its Subsidiaries which is a party to such Management Contract. “Customer Deposit Accounts” means all
such Customer Deposit Accounts. 

  
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 “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, 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 an event which but for the lapse of time or the giving of notice, or both, would
constitute an Event of Default. 
 “Defaulting Lender” means, subject to Section 2.22(b), any Lender that (a) has failed
to (i) fund all or any portion of its Loans within two (2) Business Days after 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 good faith 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 waived, or (ii) pay to the Administrative Agent, the LC 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 Facility LCs or Swing Line
Loans) within two (2) Business Days after the date when due, (b) has notified the Borrower, the Administrative Agent, any LC 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 good faith determination that a
condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after
written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to
be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or
assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any equity 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 shall be conclusive and binding absent manifest error, and
such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to the Borrower, each LC Issuer, the Swing Line Lender and each Lender. 

“Deposits” is defined in Section 11.1. 

  
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 “Derivatives Contract” means 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. Not in
limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement. 

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

“Designated Lender” means a special purpose corporation which is an Affiliate of, or sponsored by, a Lender, that is engaged in
making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and that issues (or the parent of which issues) commercial paper rated at least P-1 (or the then equivalent
grade) by Moody’s or A-1 (or the then equivalent grade) by S&P that, in either case, (a) is organized under the laws of the United States of America or any state thereof, (b) shall have
become a party to this Agreement pursuant to Section 12.1(b) and (c) is not otherwise a Lender. 
 “Designating Lender”
has the meaning given that term in Section 12.1(b). 
 “Designation Agreement” means a Designation Agreement between a Lender
and a Designated Lender and accepted by the Administrative Agent, substantially in the form of Exhibit J or such other form as may be agreed to by such Lender, such Designated Lender and the Administrative Agent. 

“Development Property” means, as of any date of determination and subject to the last sentence of this definition, a Property that
is currently under development or on which the improvements (other than tenant improvements on unoccupied space) related to the development have not been completed (or, if such developments or improvements have been completed, such Property has not
reached the expiration of the Initial Development Period with respect to such Property). The term “Development Property” shall include, without limitation, real property of 

  
 9 








 
the type described in the immediately preceding sentence that satisfies both of the following conditions: (a) it has been acquired by the REIT, the Borrower, any Subsidiary or any
Unconsolidated Affiliate upon completion of construction pursuant to a contract in which the seller of such real property is required to develop or renovate prior to, and as a condition precedent to, such acquisition and (b) a third party is
developing such Property using the proceeds of a loan that is Guaranteed by, or is otherwise recourse to, the REIT, the Borrower, any Subsidiary or any Unconsolidated Affiliate. Any Property described above that meets the foregoing conditions
(i) shall constitute a Development Property at all times during the Initial Development Period for such Property notwithstanding the fact that such Property is no longer under development or that the improvements (other than tenant improvements
on unoccupied space) related to the development thereof have been completed and (ii) shall cease to constitute a Development Property upon the expiration of the Initial Development Period for such Property and shall thereupon become a Lease Up
Property. 
 “Dollar” and “$” means the lawful currency of the United States of America. 

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States, any State thereof or the District of
Columbia. 
 “EBITDA” means, with respect to a Person for any period and without duplication: (a) net income (loss) of such
Person for such period determined on a consolidated basis excluding the following (but only to the extent included in determining net income (loss) for such period): (i) depreciation and amortization; (ii) Interest Expense;
(iii) income tax expense; (iv) gains and losses from the sale of Properties (but not from the sale of Properties developed for the purpose of sale) and the early extinguishment of Indebtedness; (v) acquisition transaction costs
related to the acquisition of Properties (whether or not such transaction is consummated) and not permitted to be capitalized pursuant to GAAP; (vi) other non-cash charges and losses (except to the extent that such non-cash charges or losses
are reserved for cash payments to be made in the future); (vii) Preferred Dividends and other Restricted Payments to non-controlling holders of Equity Interests of the REIT; (viii) equity in net income (loss) of its Unconsolidated
Affiliates; (ix) other non-recurring cash charges and losses (including any non-cash charges or losses resulting from reserves for cash payments to be made in the future), in an aggregate amount not to exceed the greater of (A) $1,000,000
or (B) one percent (1%) of EBITDA (calculated before the add-back or adjustment pursuant to this clause (ix)), in any consecutive four quarter period; and (x) realized gains and losses resulting from fluctuations in currency exchange
ratios; plus (b) such Person’s Ownership Share of EBITDA of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles
pursuant to FASB ASC 805. 
 “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. 

  
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 “EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway. 
 “EEA Resolution Authority” means any public administrative authority or any person entrusted with
public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Effective Date” means the date on which the conditions specified in Section 4.1 are satisfied or waived. 

“Eligible Assignee” means any Person except a natural Person (or holding company, investment vehicle or trust for, or owned and
operated for the primary benefit of a natural Person), the Borrower, any of the Borrower’s Affiliates or Subsidiaries or any Defaulting Lender or any of its Subsidiaries. 

“Eligible Ground Lease” means a ground lease containing the following terms and conditions: (a) a remaining term (inclusive
solely of any unexercised extension option that is controlled exclusively by the Eligible Property Entity that is the ground lessee thereunder) of 30 years or more from the Effective Date (or such shorter period as the Required Lenders may
agree, it being acknowledged and agreed that the ground leases listed on Schedule A attached hereto shall constitute Eligible Ground Leases notwithstanding their shorter terms), (b) the right of the lessee to mortgage and encumber its
interest in the leased property without the consent of the lessor, (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such
lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so, (d) reasonable transferability of the lessee’s interest under such lease, including
without limitation, the ability to sublease, (e) is permitted to be used as a Self-Storage Property at all times, (f) clearly determinable rental payment terms which in no event contain profit participation rights and (g) right of a
lender to obtain a new ground lease from the landlord on the terms of the old ground lease upon termination of the old ground lease for any reason (including, without limitation, in the event such ground lease is rejected in a bankruptcy
proceeding). 
 “Eligible Property” means a Property which satisfies all of the following requirements: (a) such Property is
a Self-Storage Property; (b) such Property is 100% owned in fee simple, or leased under an Eligible Ground Lease, by an Eligible Property Entity and is located in any State of the United States or in the District of Columbia; (c) neither
such Property, nor any interest of such Eligible Property Entity therein (and if such Property is owned by an Eligible Property Entity that is a Subsidiary of the Borrower, none of the Borrower’s direct or indirect ownership interests in such
Eligible Property Entity) is subject to any Lien other than Permitted Liens (excluding Permitted Liens of the type described in clauses (g) and (h) of the definition thereof) or subject to any Negative Pledge; and (d) such Property is free
of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the
profitable operation of such Property. 

  
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 “Eligible Property Entity” means (a) the Borrower and (b)(i) at all times
prior to the Investment Grade Election, each Subsidiary of the Borrower that is a Guarantor and (ii) upon and at all times following the Investment Grade Election, each Wholly Owned Subsidiary of the Borrower (if any) that is not a borrower or
guarantor of, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness, nor shall any of its property be subject to a Negative Pledge, unless such Wholly Owned Subsidiary is a Guarantor; provided that no Excluded
Subsidiary shall be an Eligible Property Entity. 
 “Environmental Laws” means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (a) the
protection of the environment, (b) personal injury or property damage relating to the release or discharge of Hazardous Materials, (c) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into
surface water, ground water or land, or (d) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation
thereof. 
 “Equity Interest” means, with respect to any Person, any share of capital stock of (or other ownership or profit
interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, whether or not certificated, any security
convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests),
and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not any such share, warrant, option, right or other interest is
exercisable on the date of determination. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any rule or regulation issued thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer
under Section 414 of the Code. 
 “ERISA Event” means (a) any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure with respect to any Plan to satisfy the “minimum funding
standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower
or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by


  
 12 








 
the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer
Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition upon the Borrower or any of its ERISA
Affiliates of withdrawal liability under Section 4201 of ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA. 

“EU” means the European Union. 

“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 Advance” means an Advance which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate. 
 “Eurodollar Auction” means a solicitation of Bid Rate
Quotes setting forth Eurodollar Margin Loans based on the Eurodollar Rate pursuant to Section 2.25. 
 “Eurodollar Base Rate”
means, with respect to a Eurodollar Advance for the relevant Interest Period, the greater of (a) in the case of any Loan other than, subject to the last sentence of Section 2.10, a Term Loan or portion thereof that has been identified by
the Borrower to the Administrative Agent in writing as being subject to a Derivatives Contract with a Lender (or an Affiliate of a Lender) that provides a hedge against interest rate risk, zero percent (0.0%) and (b) the applicable interest
settlement rate for deposits in Dollars administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) appearing on the applicable Reuters Screen (or on any successor or substitute page on such
screen) as of 11:00 a.m. (London time) on the Quotation Date for such Interest Period, and having a maturity equal to such Interest Period, provided that, if the applicable Reuters Screen (or any successor or substitute page) is not
available to the Administrative Agent for any reason, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the applicable interest settlement rate for deposits in Dollars administered by ICE Benchmark Administration
(or any other Person that takes over the administration of such rate) as reported by any other generally recognized financial information service selected by the Administrative Agent as of 11:00 a.m. (London time) on the Quotation Date for such
Interest Period, and having a maturity equal to such Interest Period, provided that, if no such interest settlement rate administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) is
available to the Administrative Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Administrative Agent to be the rate at which U.S. Bank or one of its Affiliate banks offers to
place deposits in Dollars with first-class banks in the interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate amount of U.S. Bank’s relevant
Eurodollar Loan and having a maturity equal to such Interest Period. 
 “Eurodollar Loan” means a Loan which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate. 

  
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 “Eurodollar Margin Loan” means a Bid Rate Loan the interest rate on which is determined
on the basis of the Eurodollar Rate pursuant to a Eurodollar Auction. 
 “Eurodollar Rate” means, with respect to a Eurodollar
Advance for the relevant Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base Rate applicable to such Interest Period, divided by (ii) one minus the Reserve Requirement (expressed as a decimal)
applicable to such Interest Period, plus (b) the Applicable Margin. 
 “Event of Default” is defined in
Article VII. 
 “Excluded Subsidiary” means any Subsidiary (a) holding title to assets that are or are to become
collateral for any Secured Indebtedness of such Subsidiary, (b) that is prohibited from guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument or agreement evidencing such Secured Indebtedness or
(ii) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness, (c) that is prohibited by law
or governmental regulations from guarantying the Obligations or (d) that is a Foreign Subsidiary or a Foreign Subsidiary Holding Company. 

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and only to the extent that, all or a
portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order
of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), including by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in
the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest 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 guarantee or security interest is or becomes illegal. 

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation, each LC Issuer, and the Administrative Agent,
(a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (i) imposed on it, by the respective jurisdiction under the laws of which such Lender, such LC Issuer or the
Administrative Agent is incorporated or is organized or in which its principal executive office is located or in which the applicable Lending Installation of the Administrative Agent, such LC Issuer or such Lender is located, or (ii) that are
Other Connection Taxes, (b) in the case of a Non-U.S. Lender, any U.S. federal withholding Tax that is imposed on amounts payable to such Non-U.S. Lender pursuant to the laws in effect at the time such Non-U.S. Lender becomes a party to this
Agreement or designates a new Lending Installation, except in each case to the extent that, pursuant to Section 3.5(a), 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 Installation, (c) Taxes attributable to such Lender’s, the LC Issuer’s or the Administrative Agent’s failure to comply with Section 3.5(f), and
(d) any U.S. federal withholding Taxes imposed by FATCA. 

  
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 “Exhibit” refers to an exhibit to this Agreement, unless another document is
specifically referenced. 
 “Existing Credit Facilities” means each of the credit facilities identified on Schedule 4.1. 

“Facility” means the Revolving Facility, the Five-Year Term Loan Facility or the Seven-Year Term Loan Facility, any Incremental Term
Loan Facility or any or all of them, as the context requires. 
 “Facility Fee” is defined in Section 2.5(b). 

“Facility LC” is defined in Section 2.19(a) 

“Facility LC Application” is defined in Section 2.19(c). 

“Facility LC Collateral Account” is defined in Section 2.19(k). 

“Facility Termination Date” means each of the Revolving Loan Termination Date and the Term Loan Termination Dates. 

“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, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any
intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing and any law, regulation or practice adopted pursuant to any such intergovernmental agreement. 

“Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate
is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Administrative Agent from three (3) Federal funds brokers of
recognized standing selected by the Administrative Agent in its sole discretion. For the avoidance of doubt, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Fee Letters” is defined in Section 10.13. 

“Final Five-Year Term Loan Availability Date” means October 13, 2017. 

“Final Seven-Year Term Loan Availability Date” means April 14, 2017. 

“Five-Year Term Loan” means a loan made pursuant to Section 2.1(b) (or any conversion or continuation thereof). 

  
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 “Five-Year Term Loan Commitment” means, for each Lender, the obligation, if any, of
such Lender to make Five-Year Term Loans to the Borrower, as set forth in Schedule 1, as it may be modified (a) as a result of any assignment that has become effective pursuant to Section 12.3(c) or (b) otherwise from time to
time pursuant to the terms hereof. As of the date of this Agreement, the aggregate amount of the Lenders’ Five-Year Term Loan Commitments is $430,000,000. After advancing the Five-Year Term Loan, each reference to a Lender’s Five-Year Term
Loan Commitment shall refer to that Lender’s Pro Rata Share of the Five-Year Term Loans. 
 “Five-Year Term Loan Facility”
means the five-year term loan facility evidenced by this Agreement. 
 “Five-Year Term Loan Lender” means, as of any date of
determination a Lender having a Five-Year Term Loan Commitment. 
 “Five-Year Term Loan Termination Date” means October 14,
2021 or any earlier date on which the Five-Year Term Loans are due in full pursuant to the terms hereof. 
 “Five-Year Term Loan
Ticking Fee” is defined in Section 2.5(c)(i). 
 “Fixed Charges” means, with respect to a Person and for a given period:
(a) the cash Interest Expense of such Person for such period (excluding write-offs of unamortized capitalized interest resulting from the early prepayment of Indebtedness), plus (b) the aggregate of all regularly scheduled principal
payments on Indebtedness for borrowed money payable by such Person during such period (excluding balloon, bullet or similar payments of principal due upon the stated maturity of Indebtedness), plus (c) the aggregate amount of all Preferred
Dividends accrued for payment during such period. The REIT’s Ownership Share of the Fixed Charges of its Unconsolidated Affiliates will be included when determining the Fixed Charges of the REIT. 

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

“Foreign Subsidiary Holding Company” means any Domestic Subsidiary (a) substantially all of the assets of which consist of the
Equity Interests or Indebtedness of one or more Foreign Subsidiaries or (b) that is treated as a disregarded entity for U.S. federal income tax purposes, and all assets of which are either operating assets located outside of the United States
or are Equity Interests or Indebtedness of one or more Foreign Subsidiaries. 
 “Fronting Exposure” means, at any time there is a
Defaulting Lender, (a) with respect to the LC Issuers, such Defaulting Lender’s ratable share of the LC Obligations with respect to Facility LCs issued by the LC Issuers other than LC Obligations as to which such Defaulting Lender’s
participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s ratable share of outstanding Swing
Line Loans made by the Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders. 

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

“GAAP” means generally accepted accounting principles in the United States recognized as such in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession within the United States,
in each case as are in effect from time to time and which are applicable to the circumstances as of the date of determination. 

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including, without limitation, any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including,
without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervisory Practices or any successor or similar authority to any of the foregoing). 

“Guaranteed” or to “Guarantee” as applied to any obligation means and includes: (a) a guaranty (other than by
endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and
whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of
securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or
performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing
in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit (including Facility LCs), or (v) the supplying of funds to or investing in a Person on account of all or any part of
such Person’s obligation under a Guarantee of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. 

“Guarantor” means (a) the REIT, (b) each Subsidiary of the REIT that owns, directly or indirectly, any Equity Interests in
the Borrower (any such Subsidiary, collectively with the REIT, the “Parent Guarantors”), (c) each Subsidiary of the REIT that is a borrower or a guarantor of, or otherwise has a payment obligation in respect of, any Unsecured
Indebtedness, (d) prior to the Investment Grade Election, each other Subsidiary of the REIT (i) with ownership interests in any Eligible Property, (ii) that generates any Unencumbered Management Fee EBITDA or (iii) which is a
Material Subsidiary, and (e) each Subsidiary of the REIT (other than any Subsidiary described in clause (b) above) that owns, directly or indirectly, any Equity Interests in any 

  
 17 








 
Subsidiary described in clause (d) above or in any Captive Insurance Subsidiary, either on the date hereof or pursuant to the terms of Section 6.17, and their respective successors and
assigns; provided that no Excluded Subsidiary shall be required to be a Guarantor. From and after the Investment Grade Election, the Guarantors described in clauses (d) and (e) above will no longer be required to act as Guarantors. 

“Guaranty” means that certain Guaranty dated as of October 14, 2016 executed by each of the Guarantors in favor of the
Administrative Agent, for the ratable benefit of the Lenders, as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time pursuant to the terms hereof and thereof. 

“Hazardous Material” means any explosive or radioactive substances or wastes, any 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 any other substances or wastes of any nature regulated pursuant to any
Environmental Law. 
 “Highest Lawful Rate” means, on any day, the maximum non-usurious rate of interest permitted for that day by
applicable federal or state law stated as a rate per annum. 
 “Increasing Lender” is defined in Section 2.24. 

“Incremental Term Loan” is defined in Section 2.24. 

“Incremental Term Loan Amendment” is defined in Section 2.24. 

“Incremental Term Loan Commitment” is defined in Section 2.24. 

“Incremental Term Loan Termination Date” means, with respect to an Incremental Term Loan Commitments, the termination date for such
Incremental Term Loan Commitments as set forth in the applicable Incremental Term Loan Amendment. 
 “Indebtedness” means, with
respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed; (b) all obligations of such Person (other than trade debt incurred in the
ordinary course of business), whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or
(iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial
payment for property; (c) Capitalized Lease Obligations of such Person; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment), excluding such
obligations which have been cash collateralized (all such cash collateral, “Restricted LC Cash Collateral”); (e) all Off Balance Sheet Liabilities of such Person; (f) net obligations under any Derivatives Contract not entered
into as a hedge against interest rate risk in respect of existing Indebtedness in an amount equal to the Derivatives Termination Value thereof; and (g) all Indebtedness of other Persons which (i) such Person has Guaranteed or is otherwise
recourse to such Person or (ii) is secured by a Lien 

  
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on any property of such Person. Notwithstanding the foregoing, a Guarantee of Customary Recourse Exceptions shall not constitute Indebtedness. 

“Indemnified Taxes” means 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, other than Excluded Taxes and Other Taxes. 
 “Initial Development Period” means, with respect to any
Development Property, the consecutive 12-month period commencing on the date such Development Property is issued a permanent certificate of occupancy (or its equivalent) (which period shall, for the avoidance of doubt, include any period during
which such certificate of occupancy shall be effective prior to the date of acquisition of such Property by the REIT, the Borrower, any Subsidiary or any Unconsolidated Affiliate). 

“Initial Ownership Period” means, with respect to any Property, the consecutive 12-month period commencing on the date such Property
was acquired by the REIT, the Borrower, any Subsidiary or any Unconsolidated Affiliate. 
 “Interest Differential” is defined in
Section 3.4. 
 “Interest Expense” means, with respect to a Person and for any period, without duplication, total interest
expense of such Person (including capitalized interest not funded under a construction loan interest reserve account to the extent required pursuant to GAAP to be included as interest expense), determined on a consolidated basis in accordance with
GAAP for such period. The REIT’s Ownership Share of the Interest Expense of its Unconsolidated Affiliates will be included in when determining the Interest Expense of the REIT. 

“Interest Period” means, (a) with respect to a Eurodollar Advance, a period of one (1), two (2), three (3) or six
(6) months (or, if available to all applicable Lenders, twelve (12) months or periods shorter than one month) commencing on a Business Day selected by the Borrower pursuant to this Agreement (such Interest Period shall end on the day which
corresponds numerically to such date one (1), two (2), three (3) or six (6) months (or twelve (12) months or such otherwise applicable end date) thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third, sixth or twelfth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third, sixth or twelfth succeeding month) and (b) with respect to each Bid Rate
Loan, the period commencing on the date such Bid Rate Loan is made and ending on any Business Day not less than 7 days nor more than 270 days thereafter, as the Borrower may select as provided in Section 2.25(b). If an Interest Period
would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest
Period shall end on the immediately preceding Business Day. 
 “Investment” of a Person means (a) any loan, advance (other
than commission, travel and other advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business) or contribution of capital by such Person;
(b) stocks, bonds, mutual funds, partnership interests, notes, 

  
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debentures or other securities (including warrants or options to purchase securities) acquired by such Person; and (c) structured notes, derivative financial instruments and other similar
instruments or contracts acquired by such Person. 
 “Investment Grade Election” means, in the event that the Borrower obtains a
debt rating of BBB-/Baa3 or better from two nationally recognized rating agencies, at least one of which must be either S&P or Moody’s, the Borrower’s one-time irrevocable election, by written
notice to the Administrative Agent, to determine the Applicable Margins by reference to the “Rating-Based Pricing” tables in the Pricing Schedule. 

“LC Fee” is defined in Section 2.19(d). 

“LC Honor Date” is defined in Section 2.19(e). 

“LC Issuer” means (a) U.S. Bank, (b) Wells Fargo Bank, National Association, (c) Bank of America, N.A., (or in the
case of each of clauses (a) through (c), any subsidiary or affiliate of such Lender designated by such Lender), and (d) each other Lender that agrees to become an LC Issuer, in each case, in its capacity as issuer of Facility LCs
hereunder. 
 “LC Obligations” means, at any time, the sum, without duplication, of (a) the aggregate undrawn stated amount
under all Facility LCs outstanding at such time plus (b) the aggregate unpaid amount at such time of all Reimbursement Obligations. 

“Lease Up Property” means, as of any date of determination, a Property that (a) constituted a Development Property as of the
date of expiration of the Initial Development Period for such Property or (b) constituted a Newly Acquired Property and did not have an Occupancy Rate of 85.0% or more as of the date of expiration of the Initial Ownership Period for such
Property. Any Property described in the foregoing sentence shall cease to constitute a Lease Up Property upon the earlier to occur of (i) the date the Borrower shall cease to include such Property on the list of Lease Up Properties delivered
with the Borrower’s quarterly and annual compliance certificates pursuant to the Loan Documents (which removal shall be irrevocable) and (ii) the date that is eighteen (18) months after the expiration of the Initial Development Period
or Initial Ownership Period, as applicable, for such Property. 
 “Lenders” means the lending institutions listed on the signature
pages of this Agreement or a Designated Lender and their respective successors and permitted assigns. Unless otherwise specified, the term “Lenders” includes U.S. Bank in its capacity as Swing Line Lender; provided, however,
that the term “Lender” shall exclude each Designated Lender when used in reference to any Loan other than a Bid Rate Loan, the Commitments or terms relating to any Loan other than a Bid Rate Loan and shall further exclude each Designated
Lender for all other purposes under the Loan Documents except that any Designated Lender which funds a Bid Rate Loan shall, subject to Section 12.1, have only the rights (including the rights given to a Lender contained in Section 9.6) and
obligations of a Lender associated with holding such Bid Rate Loan. 
 “Lending Installation” means, with respect to a Lender or
the Administrative Agent, the office, branch, subsidiary or affiliate of such Lender or the Administrative Agent listed on the signature pages hereof (in the case of the Administrative Agent) or on its Administrative


  
 20 








 
Questionnaire (in the case of a Lender) or otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.17. 

“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 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 capital lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall an operating lease in and of itself be deemed to constitute a Lien. 

“Loan” means a Revolving Loan, a Swing Line Loan, a Term Loan or a Bid Rate Loan. 

“Loan Documents” means this Agreement, the Facility LC Applications, the Guaranty, any Note or Notes executed by the Borrower in
connection with this Agreement and payable to a Lender, and any other document or agreement, now or in the future, executed by the Borrower for the benefit of the Administrative Agent or any Lender in connection with this Agreement. 

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

“Management Contract” means a management contract or advisory agreement under which the REIT or one of its Subsidiaries provides
management and advisory services to a Subsidiary of the REIT, an Unconsolidated Affiliate or a third party, consisting of management of properties or provision of advisory services on property acquisition and dispositions and related transactional
matters. 
 “Management Fee” means, with respect to each parcel (or group of related parcels) of real property for any period, the
aggregate sum of revenues (other than any Tenant Insurance Revenue) for such period earned by the REIT and its Subsidiaries pursuant to GAAP from providing management services under Management Contracts for such parcel (or group of related parcels)
of real property. 
 “Management Fee EBITDA” means, for any period, an amount equal to (a) the actual Management Fees earned
by the REIT and its Subsidiaries pursuant to Management Contracts in full force and effect for such period, minus (b) management fee expenses at an amount equal to fifty percent (50%) of the Management Fees calculated in accordance with
clause (a). 
 “Mandatorily Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by
the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to
a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests at the option of the issuer of such Equity Interest), (b) is convertible
into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for common


  
 21 








 
stock or other equivalent common Equity Interests), in the case of each of clauses (a) through (c), on or prior to the Seven-Year Term Loan Termination Date. 

“Material Acquisition” means any acquisition or series of related acquisitions of (a) all or substantially all of the assets of
a Person or an operating unit or line of business of a Person or (b) all or substantially all of the Equity Interests of a Person, in any such case, that involves the payment of consideration by the REIT and its Subsidiaries (including
assumption of Indebtedness) in excess of $500,000,000. 
 “Material Adverse Change” means, since December 31, 2015, any
event, development, change or occurrence that could reasonably be expected to have a Material Adverse Effect. 
 “Material Adverse
Effect” means a materially adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), or results of operations of the REIT and its Subsidiaries taken as a whole, (b) the ability of (i) the REIT,
(ii) the Borrower or (iii) the Guarantors taken as a whole, in each case to perform their respective obligations under any Loan Document to which they are a party, (c) the validity or enforceability of any of the Loan Documents, or
(d) the rights and remedies of the Lenders and the Administrative Agent under any of the Loan Documents. 
 “Material
Indebtedness” means Indebtedness of the Borrower or any Subsidiary in an outstanding principal amount of $100,000,000 or more in the aggregate (or the equivalent thereof in any currency other than Dollars). 

“Material Indebtedness Agreement” means any agreement under which any Material Indebtedness was created or is governed or which
provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder). 

“Material Subsidiary” means any Subsidiary of the REIT having assets (including any Equity Interests in any direct or indirect
Subsidiary of the REIT that is a Material Subsidiary) which, as of the most recent fiscal quarter of the REIT, for the period of four consecutive fiscal quarters then ended for which financial statements have been delivered pursuant to the Loan
Documents (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to the Loan Documents, the most recent financial statements referred to in Section 5.4), contributed greater than five percent
(5.0%) of Total Asset Value as of such date (inclusive of any Total Asset Value attributable to Subsidiaries of such Subsidiary). 

“Minimum Collateral Amount” means, with respect to a Defaulting Lender, at any time, an amount equal to 105% of the Fronting
Exposure of the LC Issuer with respect to such Defaulting Lender for all Facility LCs issued and outstanding at such time. 
 “Minimum
Yield” means, with respect to any Term Loan, the Applicable Margin then applicable to such Term Loan. 
 “Modify” and
“Modification” are defined in Section 2.19(a). 
 “Moody’s” means Moody’s Investors Service, Inc., or any
successor. 

  
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 “Mortgage Receivable” means a promissory note secured by a Lien in an interest in real
property of which the REIT, the Borrower or any Subsidiary is the holder and retains the right of collection of all payments thereunder. 

“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the
Borrower or any ERISA Affiliate is a party to which more than one employer is obligated to make contributions. 
 “Negative
Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for
Indebtedness under or in respect of the Loan Documents; provided, however, that (a) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such
Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge, and (b) any change of control or similar restriction
set forth in an Unconsolidated Affiliate agreement shall not constitute a Negative Pledge. 
 “Net Operating Income” or
“NOI” means, for any Property and for a given period, the following (without duplication and determined on a correct and consistent basis with prior periods): (a) rents and other revenues or income received in the ordinary course from
the operation of such Property (including proceeds from rent loss or business interruption insurance (but not in excess of the actual rent otherwise payable)) but excluding receipts from tenant insurance and reinsurance (other than Tenant Insurance
Operating Income in respect of Properties that are 100% owned in fee simple, or leased under an Eligible Ground Lease, by the REIT or any of its Subsidiaries), sales tax and pre-paid rents and revenues and security deposits except to the extent
applied in satisfaction of tenants’ obligations for rent, minus (b) all expenses paid (excluding interest expense and income taxes but including an appropriate accrual for property taxes and insurance) related to the ownership, operation
or maintenance of such Property, including but not limited to property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses and other property level expenses, but
specifically excluding general and administrative expenses of the REIT and its Subsidiaries and any property management fees, minus (c) the Reserve for Replacements for such Property as of the end of such period, minus (d) the actual
management fees with respect to such Property paid to Persons other than the REIT or any of its Subsidiaries. With respect to any Property which was a Lease Up Property at any time during the twelve-month period with respect to which Net Operating
Income is being calculated (the “Calculation Period”), then such Net Operating Income for such Property shall be the annualized Net Operating Income for the period commencing on the first day of the full fiscal quarter after which such
Property ceased to be a Lease Up Property and ending on the last day of the applicable Calculation Period. 
 “Newly Acquired
Property” means, as of any date of determination, a Property that (a) was acquired during the previous 12 months and (b) is not a Development Property; provided that, if such Property does not have an Occupancy Rate of 85.0% or
more as of the date of expiration of the Initial Ownership Period for such Property, such Property shall constitute a Lease Up Property. 

  
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 “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender
at such time. 
 “Non-U.S. Lender” means a Lender or an LC Issuer that is not a United States person as defined in
Section 7701(a)(30) of the Code. 
 “Note” is defined in Section 2.13(d). 

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Obligations, all obligations in
connection with Cash Management Services, all Rate Management Obligations provided to the Borrower or any Subsidiary (other than an Excluded Subsidiary) by the Administrative Agent, any LC Issuer or any other Lender or any Affiliate of any of the
foregoing, all accrued and unpaid fees, and all expenses, reimbursements, indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Administrative Agent, the LC Issuers or any indemnified party arising under the Loan
Documents (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding); provided, that obligations in respect
of Cash Management Services and Rate Management Obligations shall only constitute “Obligations” if owed to the Administrative Agent or if the Administrative Agent shall have received notice from the relevant Lender not later than sixty
(60) days after such Cash Management Services or Rate Management Obligations have been provided; provided, further, that “Obligations” shall exclude all Excluded Swap Obligations. 

“Occupancy Rate” means, with respect to a Property at any time, the ratio, expressed as a percentage, of (a) the net rentable
square footage of such Property actually leased by tenants that are not affiliates of the Borrower and paying rent at rates not materially less than rates generally prevailing at the time the applicable lease was entered into, to (b) the
aggregate net rentable square footage of such Property. 
 “OFAC” means the U.S. Department of the Treasury’s Office of
Foreign Assets Control, and any successor thereto. 
 “Off Balance Sheet Liabilities” means, with respect to any Person,
(a) any repurchase obligation or liability, contingent or otherwise, of such Person with respect to any accounts or notes receivable sold, transferred or otherwise disposed of by such Person, (b) any repurchase obligation or liability,
contingent or otherwise, of such Person with respect to property or assets leased by such Person as lessee and (c) all obligations, contingent or otherwise, of such Person under any synthetic lease, tax retention operating lease, off balance
sheet loan or similar off balance sheet financing if the transaction giving rise to such obligation (i) is considered indebtedness for borrowed money for tax purposes but is classified as an operating lease or (ii) does not (and is not
required to pursuant to GAAP) appear as a liability on the balance sheet of such Person. 
 “Other Connection Taxes” means, with
respect to any Lender or applicable Lending Installation, the LC Issuer, or the Administrative Agent, Taxes imposed as a result of a present or former connection between such Person and the jurisdiction imposing such Tax (other than


  
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connections arising from such Person 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 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 2.20). 

“Outstanding Credit Exposure” means, as to any Lender at any time, the sum of (a) the aggregate amount of its Revolving
Exposure outstanding at such time, plus (b) the outstanding principal amount of its Term Loans outstanding at such time, plus (c) the unfunded portion of the Term Loan Commitments outstanding at such time. 

“Ownership Share” means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated
Affiliate of a Person at any time, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate at such time or (b) such
Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of
incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate at such time. 

“Parent Guarantor” has the meaning specified in the definition of “Guarantor”. 

“Participant” is defined in Section 12.2(a). 

“Participant Register” is defined in Section 12.2(c). 

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)), as amended from time to time, and any successor statute. 
 “Payment Date” means the first day
of each calendar quarter, provided, that if such day is not a Business Day, the Payment Date shall be the immediately succeeding Business Day. 

“Payment Notice” is defined in Section 2.7. 

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

“Permitted Liens” means, with respect to any asset or property of a Person, (a) Liens securing taxes, assessments and other
charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any environmental laws), which, in each case, are not at the time required to be paid or discharged under
Section 6.5; (b) the claims of materialmen, mechanics, carriers, warehousemen or 

  
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landlords for labor, materials, supplies or rentals incurred in the ordinary course of business which (i) are not more than sixty (60) days past due, (ii) are being contested in
good faith by appropriate proceedings, with respect to which adequate reserves have been set aside in accordance with GAAP or (iii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;
(c) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar applicable laws; (d) Liens
consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which do not materially detract from the value of such property or impair the intended use thereof in the
business of such Person; (e) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person; (f) Liens in favor of the Administrative Agent for its benefit and the benefit of the
Lenders and the other holders of Obligations; (g) Liens in existence on the Effective Date and disclosed on Schedule 5.12; (h) Liens securing Secured Indebtedness; and (i) judgment and attachment Liens that do not constitute an
Event of Default pursuant to Section 7.8. 
 “Person” means any natural person, corporation, limited partnership, general
partnership, joint stock company, limited liability company, limited liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any
other nongovernmental entity, or any governmental authority. 
 “Plan” means an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Borrower or any ERISA Affiliate may have any liability. 

“Preferred Dividends” means, for any period and without duplication, all Restricted Payments paid during such period on Preferred
Equity Interests issued by the REIT, the Borrower or any Subsidiary other than any Restricted Payment (a) paid or payable solely in Equity Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests,
(b) paid or payable to the REIT, the Borrower or a Subsidiary, or (c) constituting or resulting in the redemption of Preferred Equity Interests, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in
full. 
 “Preferred Equity Interests” means, with respect to any Person, Equity Interests in such Person which are entitled to
preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both (including, without limitation, any trust preferred securities or similar securities).

 “Prepayment Premium” is defined in Section 2.7(c). 

“Pricing Schedule” means the Schedule attached hereto identified as such. 

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by U.S. Bank or its parent
(which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. 

  
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 “Property” means a parcel (or group of related parcels) of real property owned (or
leased under a ground lease) by the REIT, the Borrower, any Subsidiary or any Unconsolidated Affiliate. 
 “Pro Rata Share” means,
(a) with respect to any Revolving Lender, a portion equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitments, provided, however, if all of
the Revolving Commitments are terminated pursuant to the terms of this Agreement, then “Pro Rata Share” with respect to any Revolving Lender means the percentage obtained by dividing (i) such Lender’s Revolving Exposure at such
time by (ii) the Aggregate Outstanding Revolving Exposure at such time; provided, further, that when a Defaulting Lender shall exist, “Pro Rata Share” shall be adjusted in accordance with the provisions of Section 2.22,
(b) with respect to any Five-Year Term Loan Lender, a portion equal to a fraction the numerator of which is such Lender’s outstanding principal amount of Five-Year Term Loans and the denominator of which is the aggregate outstanding
principal amount of the Five-Year Term Loans of all Lenders and (c) with respect to any Seven-Year Term Loan Lender, a portion equal to a fraction the numerator of which is such Lender’s outstanding principal amount of Seven-Year Term
Loans and the denominator of which is the aggregate outstanding principal amount of the Seven-Year Term Loans of all Lenders. 

“Purchasers” is defined in Section 12.3(a). 

“Quotation Date” means, in relation to any Interest Period for which an interest rate is to be determined, two (2) Business Days
before the first day of that period. 
 “Rate Management Obligations” means any and all obligations of the Borrower or any
Subsidiary (other than an Excluded Subsidiary), whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any and all Derivatives Contracts, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Derivatives Contracts. 

“Register” is defined in Section 12.3(d). 

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect
and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System. 

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect
and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve
System. 
 “Reimbursement Obligations” means, at any time, the aggregate of all obligations of the Borrower then outstanding under
Section 2.19 to reimburse the LC Issuers for amounts paid by the LC Issuers in respect of any one or more drawings under Facility LCs. 

  
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 “REIT” means Extra Space Storage Inc., a Maryland corporation, and its permitted
successors. 
 “Reports” is defined in Section 9.6(a). 

“Required Lenders” means Lenders in the aggregate having greater than 50% of the aggregate amount of (a) the Aggregate
Revolving Commitments at such time plus (b) the outstanding principal amount of the Term Loans at such time, plus (c) the unfunded portion of the Term Loan Commitments outstanding at such time; provided that if the
Aggregate Revolving Commitments and unfunded Term Loan Commitments have been terminated. “Required Lenders” shall mean Lenders in the aggregate holding greater than 50% of the Aggregate Outstanding Credit Exposure. The Outstanding Credit
Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. 
 “Reserve for Replacements”
means, for any period and with respect to any Property, an amount equal to (a) the aggregate net rentable square footage of all completed space of such Property (other than any such completed space used solely for recreational vehicle parking)
times (b) $0.15 times (c) the number of days in such period divided by (d) 365. If the term Reserve for Replacements is used without reference to any specific Property, then it shall be determined on an aggregate basis with respect to
all Properties and the applicable Ownership Shares of all Properties of all Unconsolidated Affiliates. 
 “Reserve Requirement”
means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities. 

“Restricted LC Cash Collateral” has the meaning set forth in the definition of “Indebtedness”. 

“Restricted Payment” means (a) any dividend or other distribution on account of any Equity Interest of the Borrower or any of
its Subsidiaries, except a dividend or other distribution payable solely in shares of that class of Equity Interests to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any Equity Interests of the Borrower or any of its Subsidiaries, except a redemption or exchange of Equity Interests of the Borrower for common stock of the REIT; and (c) any payment made
to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Borrower or any of its Subsidiaries. 

“Revolving Commitment” means, for each Lender, the obligation, if any, of such Lender to make Revolving Loans to, and participate in
Facility LCs issued upon the application of and Swing Line Loans made to, the Borrower, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder. The initial amount of each
Lender’s Revolving Commitment is set forth on Schedule 1, as it may be modified (a) pursuant to Section 2.7, (b) as a result of any assignment that has become effective pursuant to Section 12.3(c), or (c) otherwise
from time to time pursuant to the terms hereof. As of the date 

  
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of this Agreement, the aggregate amount of the Lenders’ Revolving Commitments is $500,000,000. 

“Revolving Exposure” means, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of such
Lender’s Revolving Loans outstanding at such time, plus (b) an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans outstanding at such time, plus (c) an amount equal to its Pro Rata
Share of the outstanding LC Obligations at such time. 
 “Revolving Facility” means the revolving credit facility evidenced by
this Agreement. 
 “Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the
Revolving Commitments have terminated or expired, a Lender with Revolving Exposure. 
 “Revolving Loan” means a loan made pursuant
to Section 2.1(a) (or any conversion or continuation thereof). 
 “Revolving Loan Termination Date” means October 14,
2020, any later date as may be specified in accordance with Section 2.23 or any earlier date on which the Aggregate Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof. 

“Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on the date of this
Agreement, including transition rules, and (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and, in each case, any amendments to such regulations. 

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business,
or any successor. 
 “Sanctioned Country” means, at any time, any country, region or territory which is itself the subject or
target of any comprehensive Sanctions. 
 “Sanctioned Person” means, at any time, (a) any Person or group listed in any
Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person or group operating, organized or resident in a
Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, or (d) any Person owned, directly or indirectly, by any of the above. 

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

“Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced. 

  
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 “Section” means a numbered section of this Agreement, unless another document is
specifically referenced. 
 “Secured Indebtedness” means, with respect to a Person as of a given date, the aggregate principal
amount of all Indebtedness for borrowed money of such Person outstanding on such date that is secured in any manner by any Lien on any property, and in the case of the REIT, shall include (without duplication) the REIT’s Ownership Share of the
Secured Indebtedness of its Unconsolidated Affiliates; provided that any Indebtedness that is secured solely by a pledge of Equity Interests shall not be deemed to constitute Secured Indebtedness. 

“Self-Storage Property” means any Property primarily operated as a self-storage facility. 

“Seven-Year Term Loan” means a loan made pursuant to Section 2.1(c) (or any conversion or continuation thereof). 

“Seven-Year Term Loan Commitment” means, for each Lender, the obligation, if any, of such Lender to make Seven-Year Term Loans to
the Borrower, as set forth in Schedule 1, as it may be modified (a) as a result of any assignment that has become effective pursuant to Section 12.3(c) or (b) otherwise from time to time pursuant to the terms hereof. As of the
date of this Agreement, the aggregate amount of the Lenders’ Seven-Year Term Loan Commitments is $220,000,000. After advancing the Seven-Year Term Loan, each reference to a Lender’s Seven-Year Term Loan Commitment shall refer to that
Lender’s Pro Rata Share of the Seven-Year Term Loans. 
 “Seven-Year Term Loan Facility” means the seven-year term loan
facility evidenced by this Agreement. 
 “Seven-Year Term Loan Lender” means, as of any date of determination, a Lender having a
Seven-Year Term Loan Commitment. 
 “Seven-Year Term Loan Termination Date” means October 13, 2023 or any earlier date on
which the Seven-Year Term Loans are due in full pursuant to the terms hereof. 
 “Seven-Year Term Loan Ticking Fee” is defined in
Section 2.5(c)(ii). 
 “Stated Rate” is defined in Section 2.21. 

“Subsidiary” means, for any Person, any corporation, partnership, limited liability company 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, limited liability company 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 of such Person or by such Person and one or more Subsidiaries of such Person, and shall
include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP. Unless otherwise specified, any reference to a Subsidiary shall mean a Subsidiary of the REIT. 

  
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 “Substantial Portion” means, with respect to the Property of the REIT and its
Subsidiaries, Properties which represent more than 15% of the consolidated assets of the REIT and its Subsidiaries taken as a whole or Properties which are responsible for more than 15% of the consolidated net income of the REIT and its Subsidiaries
taken as a whole, in each case, as would be shown in the consolidated financial statements of the REIT and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made (or if financial
statements have not been delivered hereunder for that month which begins the twelve-month period, then the financial statements delivered hereunder for the quarter ending immediately prior to that month). 

“swap” means any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of
the Commodity Exchange Act. 
 “Swap Counterparty” means, with respect to any Derivatives Contract with the Administrative Agent,
any LC Issuer or any other Lender or any Affiliate of any of the foregoing, any Person or entity that is or becomes a party to such Derivatives Contract. 

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any Derivatives Contract between the
Administrative Agent, any LC Issuer or any other Lender or any Affiliate of any of the foregoing and one or more Swap Counterparties. 

“Swing Line Borrowing Notice” is defined in Section 2.4(b). 

“Swing Line Lender” means U.S. Bank or such other Lender which may succeed to its rights and obligations as Swing Line Lender
pursuant to the terms of this Agreement. 
 “Swing Line Loan” means a Loan made pursuant to Section 2.4. 

“Swing Line Sublimit” means the maximum principal amount of Swing Line Loans the Swing Line Lender may have outstanding to the
Borrower at any one time, which, as of the date of this Agreement, is $50,000,000. 
 “Taxes” means any and all present or future
taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings imposed by any Governmental Authority, including interest, additions to tax and penalties applicable thereto. 

“Tenant Insurance Contract” means an insurance or reinsurance contract or agreement under which any Captive Insurance Subsidiary
provides insurance or reinsurance in respect of tenant insurance related to a Self-Storage Property. 
 “Tenant Insurance Operating
Income” means, for any period, an amount equal to (a) the Tenant Insurance Revenue for such period minus (b) actual or attributable tenant insurance and reinsurance expenses (excluding royalty expenses paid to the REIT or any of its
Wholly Owned Subsidiaries) of the applicable Captive Insurance Subsidiaries pursuant to Tenant Insurance Contracts for such period. 

  
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 “Tenant Insurance Revenue” means, for any period, the aggregate revenues for such
period earned by the Captive Insurance Subsidiaries from providing tenant insurance or reinsurance services under Tenant Insurance Contracts. 

“Term Lender” means, as of any date of determination, a Lender having a Term Loan Commitment or outstanding Term Loan as of such
date. 
 “Term Loan” means a Five-Year Term Loan, an Incremental Term Loan and/or a Seven-Year Term Loan, as the context requires.

 “Term Loan Commitments” means, for each Lender, such Lender’s Five-Year Term Loan Commitment, Incremental Term Loan
Commitment and/or Seven-Year Term Loan Commitment. 
 “Term Loan Termination Date” means the Five-Year Term Loan Termination Date,
each Incremental Term Loan Termination Date and/or the Seven-Year Term Loan Termination Date, as the context requires. 
 “Test
Period” means, as of any date of determination, the four fiscal quarter period ending on the last day of the most recently ended fiscal quarter prior to such date for which financial statements have been delivered or are required to be
delivered pursuant to the Loan Documents. 
 “Ticking Fees” is defined in Section 2.5(c)(ii). 

“Total Asset Value” means, at a given time, the sum (without duplication) of all of the following of the REIT and its Subsidiaries
determined on a consolidated basis in accordance with GAAP applied on a consistent basis: (a) unrestricted cash and Cash Equivalents (which, for the avoidance of doubt, shall exclude (i) tenant deposits, (ii) Restricted LC Cash
Collateral and (iii) other cash and Cash Equivalents that are subject to a Lien or a Negative Pledge or the disposition of which is expressly restricted in any way) as of the last day of the applicable Test Period; plus (b)(i) Net
Operating Income for all Properties (excluding Development Properties, Newly Acquired Properties, Unimproved Land and Lease Up Properties) for the applicable Test Period divided by (ii) the Capitalization Rate; plus
(c)(i) Additional Specified Income for the applicable Test Period multiplied by (ii) 8; plus (d)(i) cash distributions and cash royalties received by the REIT or any of its Subsidiaries (other than any Captive Insurance
Subsidiary) with respect to Tenant Insurance Operating Income during such Test Period in respect of Development Properties, Newly Acquired Properties and Lease Up Properties that are 100% owned in fee simple, or leased under an Eligible Ground
Lease, by the REIT or any of its Subsidiaries divided by (ii) the Capitalization Rate; plus (e) the undepreciated GAAP book value of all Lease Up Properties; plus (f) the undepreciated GAAP book value of all Newly
Acquired Properties, plus (g) the undepreciated GAAP book value of Development Properties and Unimproved Land (less any GAAP impairment charges specific to any such asset), plus (h) the GAAP book value of Mortgage Receivables
as of the last day of the applicable Test Period, plus (i) all other assets of the REIT and its Subsidiaries (the value of which is determined in accordance with GAAP but excluding assets classified as intangible under GAAP). The
Borrower’s Ownership Share of assets held by Unconsolidated Affiliates shall be included in the calculation of Total Asset Value 

  
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consistent with the above described treatment for assets owned by the Borrower or a Subsidiary. For purposes of determining Total Asset Value, (A) to the extent the amount of Total Asset
Value pursuant to clause (c) above would exceed 10.0% of Total Asset Value, such excess shall be excluded, (B) to the extent the amount of Total Asset Value attributable to assets under clause (i) above would exceed 5.0% of Total
Asset Value, such excess shall be excluded and (C) to the extent the amount of Total Asset Value attributable to Development Properties, Unimproved Land, Unconsolidated Affiliates’ Properties, Lease Up Properties and Mortgage Receivables
would exceed 30% of Total Asset Value, such excess shall be excluded. 
 “Total Indebtedness” means, as to any Person as of a
given date and without duplication: (a) all Indebtedness of such Person and its Subsidiaries determined on a consolidated basis and (b) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person.

 “Transferee” is defined in Section 12.3(e). 

“Type” means, with respect to any Advance, its nature as a Base Rate Advance or a Eurodollar Advance and with respect to any Loan,
its nature as a Base Rate Loan or a Eurodollar Loan. 
 “Unconsolidated Affiliate” means, with respect to any Person, any other
Person in which such Person holds any direct or indirect Equity Interest and which is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the
financial results of such Person on the consolidated financial statements of such Person. Unless otherwise specified, any reference to an Unconsolidated Affiliate shall mean an Unconsolidated Affiliate of the REIT. 

“Unencumbered Additional Specified Income” means, as of any date of determination for any applicable Test Period, the sum of
(a) Unencumbered Tenant Insurance Operating Income for such Test Period in respect of Properties that are not 100% owned in fee simple, or leased under an Eligible Ground Lease, by the Borrower or any Wholly Owned Subsidiary of the Borrower,
plus (b) Unencumbered Management Fee EBITDA for such Test Period. 
 “Unencumbered Adjusted NOI” means, for any period, NOI
from all Eligible Properties (excluding Development Properties, Newly Acquired Properties, Unimproved Land and Lease Up Properties) for such period. 

“Unencumbered Asset Value” means, as of any date of determination, (a)(i) the Unencumbered Adjusted NOI for the applicable Test
Period divided by (ii) the Capitalization Rate; plus (b) the undepreciated GAAP book value of all Newly Acquired Properties that constitute Eligible Properties; plus (c) the undepreciated GAAP book value of all Lease Up Properties
that constitute Eligible Properties; plus (d) the undepreciated GAAP book value of Development Properties and Unimproved Land (less any GAAP impairment charges specific to any such asset) that constitute Eligible Properties; plus
(e)(i) Unencumbered Additional Specified Income for the applicable Test Period multiplied by (ii) 8; plus (f)(i) Unencumbered Tenant Insurance Operating Income for such Test Period in respect of Development Properties, Newly Acquired
Properties and Lease Up Properties that are 100% owned in fee simple, or 

  
 33 








 
leased under an Eligible Ground Lease, by the Borrower or any Wholly Owned Subsidiary of the Borrower divided by (ii) the Capitalization Rate; plus (g)(i) Unencumbered Tenant Insurance
Operating Income for such Test Period in respect of Properties (other than Eligible Properties and other than Properties subject to the preceding clause (f)) that are 100% owned in fee simple, or leased under an Eligible Ground Lease, by any
Wholly Owned Subsidiary of the Borrower divided by (ii) the Capitalization Rate. For purposes of determining Unencumbered Asset Value, (A) to the extent the amount of Unencumbered Asset Value pursuant to clauses (c) and (d) above
would exceed 15.0% of Unencumbered Asset Value, such excess shall be excluded, and (B) to the extent the amount of Unencumbered Asset Value pursuant to clauses (e) and (g) above would exceed 10.0% of Unencumbered Asset Value, such excess
shall be excluded. 
 “Unencumbered Leverage Ratio” means the ratio of Unsecured Indebtedness to Unencumbered Asset Value. 

“Unencumbered Management Fee EBITDA” means, for any period, Management Fee EBITDA for such period generated by Eligible Property
Entities. 
 “Unencumbered Tenant Insurance Operating Income” means, for any period, cash distributions and cash royalties
received by any Eligible Property Entity with respect to Tenant Insurance Operating Income during such period. 
 “Unimproved
Land” means real estate currently entitled for development but in respect of which no development (other than (a) improvements that are not material and are temporary in nature and (b) improvements not made by the REIT, the Borrower,
any Subsidiary or any Unconsolidated Affiliate that the Borrower or one of its Subsidiaries plans to remove, demolish or redevelop in connection with any future development) has occurred. 

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

“Unused Fee” is defined in Section 2.5(a). 

“U.S. Bank” means U.S. Bank National Association, a national banking association, in its individual capacity, and its successors.

 “Wholly Owned Subsidiary” means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the
case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.
Unless otherwise specified, any reference to a Wholly Owned Subsidiary shall mean a Wholly Owned Subsidiary of the REIT. The Borrower shall be deemed to be a Wholly Owned Subsidiary of the REIT for all purposes under the Loan Documents. 

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

  
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 The foregoing definitions shall be equally applicable to both the singular and plural forms of
the defined terms. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving
Loan”). Advances also may be classified and referred to by Class (e.g., a “Revolving Advance”) or by Type (e.g., a “Eurodollar Advance”) or by Class and Type (e.g., a “Eurodollar Revolving Advance”). 

1.2. Rules of Interpretation. 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 (a) any definition of or reference to any agreement, instrument or other document herein 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), (b) any reference herein to any Person shall be construed to include such
Person’s successors and assigns (subject to any restrictions on assignments as set forth herein), (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this
Agreement, and (e) 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. Unless otherwise noted, all references to currency in this Agreement and in the other Loan Documents are references to U.S. Dollars. 

ARTICLE II 
 THE
CREDITS 
 2.1. Commitment. Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make:

 (a) From and including the date of this Agreement and prior to the Revolving Loan Termination Date, Revolving Loans to the Borrower in
Dollars by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent, and to participate in Facility LCs issued upon the request of the Borrower,
provided that, after giving effect to the making of each such Loan and the issuance of each such Facility LC, (i) such Lender’s Revolving Exposure shall not exceed its Revolving Commitment and (ii) at such time Aggregate
Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitments; 
 (b) From and including the date of this
Agreement and to and including the Final Five-Year Term Loan Availability Date, Five-Year Term Loans to the Borrower in Dollars, in not more than five (5) drawings of at least $20,000,000, in an amount not to exceed to such Lender’s
Five-Year Term Loan Commitment by making immediately available funds available 

  
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to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent; and 

(c) From and including the date of this Agreement and to and including the Final Seven-Year Term Loan Availability Date, Seven-Year Term Loans
to the Borrower in Dollars, in not more than five (5) drawings of at least $20,000,000, in an amount not to exceed to such Lender’s Seven-Year Term Loan Commitment by making immediately available funds available to the Administrative
Agent’s designated account, not later than the time specified by the Administrative Agent. 
 Subject to the terms of this Agreement, the Borrower may
borrow, repay and reborrow the Revolving Loans at any time prior to the Revolving Loan Termination Date. Amounts repaid in respect of Term Loans may not be reborrowed. Unless previously terminated, (i) the Five-Year Term Loan Commitments shall
terminate at 5:00 p.m. (Chicago time) on the Final Five-Year Term Loan Availability Date, (ii) the Seven-Year Term Loan Commitments shall terminate at 5:00 p.m. (Chicago time) on the Final Seven-Year Term Loan Availability Date, and
(iii) the Revolving Commitments shall terminate on the Revolving Loan Termination Date. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.19. 

2.2. Required Payments; Termination. If at any time (a) the Aggregate Outstanding Revolving Credit Exposure exceeds the Revolving
Commitments of all Lenders or (b) the Aggregate Outstanding Revolving Credit Exposure plus the aggregate outstanding principal amount of all Bid Rate Loans exceeds the Revolving Commitments of all Lenders, the Borrower shall immediately make a
payment on the Revolving Loans or Cash Collateralize LC Obligations in an account with the Administrative Agent pursuant to Section 2.19(k) sufficient to eliminate such excess. If at any time the aggregate principal amount of all outstanding
Bid Rate Loans exceeds one-half of the Aggregate Revolving Commitments at such time, then the Borrower shall immediately pay to the Administrative Agent for the accounts of the applicable Lenders the amount of such excess. On the Revolving Loan
Termination Date, the Borrower shall (i) pay the outstanding principal amount of all Revolving Loans and Bid Rate Loans and all interest thereon, (ii) pay all outstanding Reimbursement Obligations and all interest thereon, (iii) pay
all fees related to the Revolving Facility, and (iv) Cash Collateralize all then outstanding Facility LCs in amount equal to 105% of the stated amounts of all such Facility LCs in accordance with Section 2.19(k). 

2.3. Ratable Loans; Types of Advances. Each Revolving Advance hereunder (other than any Swing Line Loan) shall consist of Revolving
Loans made from the several Revolving Lenders ratably according to their Pro Rata Shares. The Revolving Advances may be Base Rate Advances or Eurodollar Advances, or a combination thereof, selected by the Borrower in accordance with
Sections 2.8 and 2.9, or Swing Line Loans selected by the Borrower in accordance with Section 2.4. Each Five-Year Term Loan Advance hereunder shall consist of Five-Year Term Loans made from the several Five-Year Term Loan Lenders ratably
according to their Pro Rata Shares on the funding date for each such Advance. Each Seven-Year Term Loan Advance hereunder shall consist of Seven-Year Term Loans made from the several Seven-Year Term Loan Lenders ratably according to their Pro Rata
Shares on the funding date for each such Advance. The Term Loan Advances may be Base Rate Advances or Eurodollar Advances. 

  
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 2.4. Swing Line Loans. 

(a) Amount of Swing Line Loans. Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line
Loan is to be made on the date of the initial Advance hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the date of this Agreement and prior to the Revolving Loan Termination Date, the
Swing Line Lender may, at its option, on the terms and conditions set forth in this Agreement, make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line Sublimit, provided
that the Aggregate Outstanding Revolving Credit Exposure shall not at any time exceed the Aggregate Revolving Commitments, and provided further that at no time shall the sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing
Line Loans, plus (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1, plus (iii) the Swing Line Lender’s Pro Rata Share of the LC Obligations, exceed the Swing Line
Lender’s Revolving Commitment at such time. Subject to the terms of this Agreement (including, without limitation the discretion of the Swing Line Lender), the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the
Revolving Loan Termination Date. 
 (b) Borrowing Notice. In order to borrow a Swing Line Loan, the Borrower shall deliver to the
Administrative Agent and the Swing Line Lender irrevocable notice (a “Swing Line Borrowing Notice”) not later than 2:00 p.m. (Chicago time) on the Borrowing Date of each Swing Line Loan, specifying (i) the applicable Borrowing
Date (which date shall be a Business Day), and (ii) the aggregate amount of the requested Swing Line Loan which shall be an amount not less than $100,000. 

(c) Making of Swing Line Loans; Participations. Not later than 4:00 p.m. (Chicago time) on the applicable Borrowing Date, the
Swing Line Lender shall make available the Swing Line Loan, in immediately available funds, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from
the Swing Line Lender available to the Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address. Each time that a Swing Line Loan is made by the Swing Line Lender, the Swing Line Lender shall be deemed, without further
action by any party hereto, to have unconditionally and irrevocably sold to each Revolving Lender and each Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swing
Line Lender, a participation in such Swing Line Loan in proportion to its Pro Rata Share. 
 (d) Repayment of Swing Line Loans. Each
Swing Line Loan shall be paid in full by the Borrower on the date selected by the Administrative Agent in consultation with the Borrower, or such later date as the Administrative Agent shall determine in its discretion. In addition, the Swing Line
Lender may at any time in its sole discretion with respect to any outstanding Swing Line Loan, require each Revolving Lender to fund the participation acquired by such Lender pursuant to Section 2.4(c) or require each Lender (including the
Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Not
later than 12:00 noon (Chicago time) on the date of any notice received pursuant to this Section 2.4(d), each Lender shall make available its 

  
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required Revolving Loan, in funds immediately available to the Administrative Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this
Section 2.4(d) shall initially be Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into Eurodollar Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations set forth in
this Article II. Unless a Revolving Lender shall have notified the Swing Line Lender, prior to the Swing Line Lender’s making any Swing Line Loan, that any applicable condition precedent set forth in Sections 4.1 or 4.2 had not then been
satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4(d) to repay Swing Line Loans or to fund the participation acquired pursuant to Section 2.4(c) shall be unconditional, continuing, irrevocable and
absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Borrower, the Administrative Agent, the Swing Line
Lender or any other Person, (b) the occurrence or continuance of a Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event
whatsoever. In the event that any Revolving Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.4(d), interest shall accrue thereon at the Federal Funds Effective Rate for each day during the period
commencing on the date of demand and ending on the date such amount is received and the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder
until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. On the Revolving Loan Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line
Loans. 
 2.5. Fees. 

(a) Unused Fee. From the Effective Date and until the Investment Grade Election, the Borrower agrees to pay to the Administrative Agent
for the account of each Revolving Lender according to its Pro Rata Share an unused fee (the “Unused Fee”) on the amount of the average daily Available Aggregate Revolving Commitment at a per annum rate equal to (i) if the average
daily Available Aggregate Revolving Commitment is less than 50% of the Aggregate Revolving Commitments, 0.15% or (ii) otherwise, 0.25% from the date hereof to and including the earlier of the date of the Investment Grade Election and the
Revolving Loan Termination Date, payable in arrears on each Payment Date hereafter and, if the Investment Grade Election has not occurred by such date, on the Revolving Loan Termination Date. Swing Line Loans and Bid Rate Loans shall not count as
usage of the Aggregate Revolving Commitments for the purpose of calculating the Unused Fee due under this Section 2.5(a). 
 (b)
Facility Fee. From and after the Investment Grade Election, the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender according to its Pro Rata Share a facility fee (the “Facility Fee”) at a per
annum rate equal to the Applicable Fee Rate on the Aggregate Revolving Commitments (without regard to usage) from the date of the Investment Grade Election to and including the Revolving Loan Termination Date, payable in arrears on each Payment Date
hereafter and on the Revolving Loan Termination Date. 
 (c) Ticking Fees. 

  
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	 	(i)	Five-Year Term Loans. Beginning on the Effective Date, and until the earliest of (A) the date on which all Five-Year Term Loans are drawn, (B) the Final Five-Year Term Loan Availability Date and
(C) the Five-Year Term Loan Termination Date, the Borrower shall pay a ticking fee (the “Five-Year Term Loan Ticking Fee”) calculated at a rate per annum equal to 0.20% of the undrawn portion of the Five-Year Term Loan Commitments,
payable quarterly in arrears on each Payment Date and on the earlier of (x) the date the Five-Year Term Loans shall be drawn in their entirety and (y) the Final Five-Year Term Loan Availability Date (or if earlier, the Five-Year Term Loan
Termination Date). The Five-Year Term Loan Ticking Fee shall be distributed to the Five-Year Term Loan Lenders according to their Pro Rata Shares in respect of the Five-Year Term Loan Commitments. 


 

	 	(ii)	Seven-Year Term Loans. Beginning on the Effective Date, and until the earliest of (A) the date on which all Seven-Year Term Loans are drawn, (B) the Final Seven-Year Term Loan Availability Date and
(C) the Seven-Year Term Loan Termination Date, the Borrower shall pay a ticking fee (the “Seven-Year Term Loan Ticking Fee” and, together with the Five-Year Term Loan Ticking Fee, the “Ticking Fees”) calculated at a rate per
annum equal to 0.25% of the undrawn portion of the Seven-Year Term Loan Commitments, payable quarterly in arrears on each Payment Date and on the earlier of (x) the date the Seven-Year Term Loans shall be drawn in their entirety and
(y) the Final Seven-Year Term Loan Availability Date (or if earlier, the Seven-Year Term Loan Termination Date). The Seven-Year Term Loan Ticking Fee shall be distributed to the Seven-Year Term Loan Lenders according to their Pro Rata Shares in
respect of the Seven-Year Term Loan Commitments. 

 (d) Bid Rate Loan Fees. The Borrower agrees to pay to the
Administrative Agent a fee equal to $500 at the time of each Bid Rate Quote Request made hereunder for services rendered by the Administrative Agent in connection with the Bid Rate Loans. 

(e) Revolving Credit Extension Fee. If the Borrower exercises its right to extend the Revolving Loan Termination Date in accordance
with Section 2.23, the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender a fee equal to 0.0625% of the amount of such Revolving Lender’s Revolving Commitment (whether or not utilized). Such fee shall
be due and payable in full on the effective date of such extension. 
 2.6. Minimum Amount of Each Advance. Each Eurodollar Revolving
Advance shall be in the minimum amount of $2,500,000 and incremental amounts in integral multiples of $250,000, and each Base Rate Revolving Advance (other than an Advance to repay Swing Line Loans) shall be in the minimum amount of $1,000,000 and
incremental amounts in integral multiples of $100,000, provided, however, that any Base Rate Revolving Advance may be in the amount of the Available Aggregate Revolving Commitment. Each Advance of Term Loans shall be in minimum amounts as
required pursuant to Section 2.1(b) or (c), as applicable. 
 2.7. Reductions in Aggregate Revolving Commitment; Optional Principal
Payments. 

  
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 (a) Termination or Reduction of Revolving Commitments. The Borrower may, upon not less
than five (5) Business Days’ prior written notice to the Administrative Agent by 2:00 p.m. (Chicago time) in the form of Exhibit D-3 (a “Payment Notice”), which notice shall specify the
amount of any such reduction, terminate or permanently reduce the Aggregate Revolving Commitments of the Revolving Lenders in whole, or in part ratably among the Revolving Lenders; provided, however, that (i) any such reduction shall be
in a minimum amount of $10,000,000 and incremental amounts in integral multiples of $1,000,000; and (ii) the amount of the Aggregate Revolving Commitments of the Revolving Lenders may not be reduced below the Aggregate Outstanding Revolving
Credit Exposure plus the aggregate principal amount of all outstanding Bid Rate Loans. All accrued Unused Fees, Facility Fees and Ticking Fees shall be payable on the effective date of any termination of Revolving Commitments. If any such
termination is being made in connection with the consummation of another transaction, then such termination may be made contingent on the closing of such other transaction. 

(b) Optional Principal Payments. The Borrower may from time to time pay, without penalty or premium (other than any applicable
Prepayment Premium), all outstanding Base Rate Advances of a particular Class of Loans (other than Swing Line Loans and Bid Rate Loans), or, in a minimum aggregate amount of $1,000,000 and incremental amounts in integral multiples of $100,000 (or
the aggregate amount of the outstanding Loans of the applicable Class at such time), any portion of the aggregate outstanding Base Rate Advances (other than Swing Line Loans and Bid Rate Loans) upon same day notice by 2:00 p.m. (Chicago time)
to the Administrative Agent. The Borrower may at any time pay, without penalty or premium, all or any portion of the outstanding Swing Line Loans, with notice to the Administrative Agent and the Swing Line Lender by 3:00 p.m. (Chicago time) on
the date of repayment. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without any other penalty or premium (other than any applicable Prepayment Premium), all
outstanding Eurodollar Advances of a particular Class of Loans, or, in a minimum aggregate amount of $2,500,000 and incremental amounts in integral multiples of $250,000 (or the aggregate amount of the outstanding Loans of the applicable Class at
such time), any portion of the aggregate outstanding Eurodollar Advances upon at least two (2) Business Days’ prior written notice to the Administrative Agent by 2:00 p.m. (Chicago time). A Bid Rate Loan may only be prepaid with the prior
written consent of the Lender holding such Bid Rate Loan. If any optional payment in full of any Class of Loans is being made in connection with the consummation of another transaction, then such optional payment may be made contingent on the
closing of such other transaction. 
 (c) Notwithstanding the foregoing, to the extent that the Borrower makes a prepayment of principal of
all or any portion of the Seven-Year Term Loans (whether voluntary or otherwise) on or prior to the second anniversary of the Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Lenders, a
prepayment premium (the “Prepayment Premium”) equal to the percentage of the principal amount so prepaid set forth in the following table corresponding to the period during which such prepayment is made. Such fee shall be due and payable
on the date of any such prepayment. 
  

					
	 Period
	  	Prepayment
Premium	 
	 After the Effective Date and on or prior to the 1-year
	  	 	2.00	% 


  
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	 anniversary of the Effective Date
	  			
	 After the 1-year anniversary of the Effective Date and on or prior to the 2-year anniversary of
the Effective Date
	  	 	1.00	% 
	 After the 2-year anniversary of the Effective Date
	  	 	0.00	% 

 The Loan Parties and the Seven-Year Term Loan Lenders expressly agree as follows: 

 

	 	(i)	(A) All amounts payable pursuant to this Section 2.7(c) are reasonable and are the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) all such
amounts shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such
agreement to pay all such amounts; (D) the Loan Parties, the Administrative Agent and the Seven-Year Term Loan Lenders shall be estopped hereafter from claiming differently than as agreed to herein; (E) their agreement to pay all such
amounts is a material inducement to the Lenders to make the Loans, and (F) such amounts represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Administrative Agent and the Seven-Year Term Loan Lenders
and it would be impractical and extremely difficult to ascertain the actual amount of damages to the Administrative Agent and the Seven-Year Term Loan Lenders or profits lost by the Administrative Agent and the Lenders as a result of the occurrence
of the events described in such Sections. 

  

	 	(ii)	Any amounts payable in accordance with this Section 2.7(c) shall be presumed to be equal to the liquidated damages sustained by the Seven-Year Term Loan Lenders as the result of the occurrence of the events
described in this Sections and the Loan Parties agree that it is reasonable under the circumstances currently existing. THE LOAN PARTIES EXPRESSLY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW
THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF ANY SUCH AMOUNTS IN CONNECTION WITH ANY ACCELERATION. 

 2.8. Method of
Selecting Types and Interest Periods for New Advances. The Borrower shall select the Type and Class of Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto from time to time. The Borrower shall give the
Administrative Agent irrevocable notice in the form of Exhibit D-1 (a “Borrowing Notice”) not later than 11:00 a.m. (Chicago time) on the Borrowing Date of each Base Rate Advance (other
than a Swing Line Loan), and two (2) Business Days before the Borrowing Date for each Eurodollar Advance, specifying: 
 (a) the Borrowing
Date, which shall be a Business Day, of such Advance, 
 (b) the aggregate amount of such Advance, 

  
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 (c) the Type and Class of Advance selected, and 

(d) in the case of each Eurodollar Advance, the Interest Period applicable thereto. 

Not later than 1:00 p.m. (Chicago time) on each Borrowing Date, each applicable Lender shall make available its Loan or Loans in funds immediately
available to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will make the funds so received from the applicable Lenders available to the Borrower at the Administrative Agent’s aforesaid
address. 
 2.9. Conversion and Continuation of Outstanding Advances; Maximum Number of Interest Periods. Base Rate Advances (other
than Swing Line Loans) shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.7. Each Eurodollar Advance
shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Eurodollar Advance with a one (1) month Interest Period unless
(a) such Eurodollar Advance is or was repaid in accordance with Section 2.7 or (b) the Borrower shall have given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest
Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the Borrower may elect from time to time to convert all or any part of a Base Rate Advance (other
than a Swing Line Loan) into a Eurodollar Advance. The Borrower shall give the Administrative Agent irrevocable notice in the form of Exhibit D-2 (a “Conversion/Continuation Notice”) of each
conversion of a Base Rate Advance into a Eurodollar Advance, conversion of a Eurodollar Advance to a Base Rate Advance, or continuation of a Eurodollar Advance not later than 11:00 a.m. (Chicago time) at least two (2) Business Days prior to the
date of the requested conversion or continuation, specifying: 
  

	 	(i)	the requested date, which shall be a Business Day, of such conversion or continuation, 

  

	 	(ii)	the amount and Type of the Advance which is to be converted or continued, and 

  

	 	(iii)	the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto. 


After giving effect to all Advances, all conversions of Advances from one Type to another and all continuations of Advances of the same Type, there shall be
no more than fifteen (15) Interest Periods in effect hereunder. 
 Notwithstanding anything to the contrary in this Agreement, any Lender
may exchange, continue or roll over all or a 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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 2.10. Interest Rates. Each Base Rate Advance (other than Swing Line Loans) shall bear
interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made, to but excluding the date it becomes due or is converted into a Eurodollar Advance pursuant to Section 2.9 hereof, at a rate
per annum equal to the Base Rate for such day; provided, that if a Base Rate Advance is due as a result of an Event of Default or is otherwise outstanding during the continuance of an Event of Default, the Base Rate shall continue to apply
thereto plus such other amounts as required under Section 2.11. Each Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the day such Swing Line Loan is made to but excluding the date
it is paid, at a rate per annum equal to the Base Rate. Changes in the rate of interest on that portion of any Advance maintained as a Base Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar
Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the interest rate determined by the
Administrative Agent as applicable to such Eurodollar Advance based upon the Borrower’s selections under Sections 2.8 and 2.9 and the Pricing Schedule. No Interest Period in respect of any Loan of any Class may end after the Facility
Termination Date applicable to such Class. With respect to any Term Loan or portion thereof that has been identified by the Borrower to the Administrative Agent in writing as being subject to a Derivatives Contract with a Lender (or an Affiliate of
a Lender) that provides a hedge against interest rate risk, if the Lenders would at any time be paid interest on any Term Loan that is less than the Minimum Yield, the Borrower will pay such Lenders, in addition to and at the same time as the
interest payable pursuant to Section 2.15, the positive difference, if any, between the Minimum Yield and the actual interest payable on the outstanding balance of such Term Loan during such Interest Period. 

2.11. Rates Applicable After Event of Default. Notwithstanding anything to the contrary contained in Sections 2.8, 2.9 or 2.10,
during the continuance of a Default or Event of Default the Required Lenders may elect, by sending notice to the Administrative Agent and the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision
of Section 8.3 requiring unanimous consent of the Lenders to changes in interest rates), to declare that no Advance may be made as, converted into or continued as a Eurodollar Advance. During the continuance of an Event of Default the Required
Lenders may elect, by sending notice to the Administrative Agent and the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.3 requiring unanimous consent of the Lenders to
changes in interest rates), to declare that (a) each Eurodollar Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2.00% per annum, (b) each
Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate in effect from time to time plus 2.00% per annum, (c) the LC Fee shall be increased by 2.00% per annum and (d) each other fee or other amount (other
than principal of any Loan) not paid when due shall thereafter accrue interest at the Base Rate plus 2.00% per annum, provided that, during the continuance of an Event of Default under Sections 7.2, 7.6 or 7.7, the interest rates
set forth in clauses (a) and (b) above and the increase in the LC Fee and unpaid fees and other amounts set forth in clauses (c) and (d) above shall be applicable automatically to all Credit Extensions without any election or action on the
part of the Administrative Agent or any Lender. After an Event of Default has been waived, the interest rate applicable to advances and the LC Fee shall revert to the rates applicable prior to the occurrence of an Event of Default. 

  
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 2.12. Method of Payment; Repayment of Term Loans. 

(a) Each Advance shall be repaid and each payment of interest thereon shall be paid in Dollars. All payments of the Obligations under this
Agreement and the other Loan Documents shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent at the Administrative Agent’s address specified pursuant to Article XIII, or at
any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by 1:00 p.m. (Chicago time) on the date when due and shall (except (i) with respect to repayments of Swing Line
Loans, (ii) in the case of Reimbursement Obligations for which the LC Issuer has not been fully indemnified by the Lenders, or (iii) as otherwise specifically required hereunder) be applied ratably by the Administrative Agent among the
applicable Lenders. Each payment delivered to the Administrative Agent for the account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at its
address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such Lender. Each reference to the Administrative Agent in this Section 2.12 shall also be deemed to
refer, and shall apply equally, to the LC Issuer, in the case of payments required to be made by the Borrower to the LC Issuer pursuant to Section 2.19(f). 

(b) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Revolving Lender the then unpaid
principal amount of each Revolving Loan on the Revolving Loan Termination Date. To the extent not previously paid, all unpaid Term Loans shall be paid in full in cash by the Borrower to the applicable Term Lenders on the applicable Term Loan
Termination Date. The Borrower shall repay the entire outstanding principal amount of, and all accrued interest on, each Bid Rate Loan on the last day of the Interest Period of such Bid Rate Loan. 

2.13. Noteless Agreement; Evidence of Indebtedness. (a) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time
hereunder. 
 (b) The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made
hereunder, the Type thereof and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (iii) the original stated
amount of each Facility LC and the amount of LC Obligations outstanding at any time, and (iv) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof. 

(c) The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence of
the existence and amounts of the Obligations therein recorded; provided, however, that (i) the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Obligations in accordance with their terms and (ii) the 

  
 44 








 
Register maintained by the Administrative Agent pursuant to Section 12.3(d) shall control in the event of any inconsistency with the accounts maintained pursuant to paragraphs (a) and
(b) above. 
 (d) Any Lender (including the Swing Line Lender) may request that its Loans be evidenced by a promissory note representing its
Revolving Loans, Swing Line Loans, Term Loans and Bid Rate Loans of the applicable Class, respectively, substantially in the form of Exhibit E-1, E-2, E-3 or E-4, as applicable (with appropriate changes for notes evidencing Swing Line Loans) (each a “Note”). In such event, the Borrower shall prepare, execute and
deliver to such Lender such Note or Notes payable to such Lender (or its registered assigns) in a form supplied by the Administrative Agent. Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall at all times (prior to any
assignment pursuant to Section 12.3) be represented by one or more Notes payable to the payee named therein (or its registered assigns), except to the extent that any such Lender subsequently returns any such Note for cancellation and requests
that such Loans once again be evidenced as described in clauses (b) (i) and (ii) above. 
 2.14. Telephonic Notices. The
Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any Person or Persons the Administrative
Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given
telephonically. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation (which may include e-mail) of each telephonic notice authenticated by an Authorized Signatory of the Borrower. If the written confirmation
differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error. The parties agree to prepare appropriate documentation to
correct any such error within ten (10) days after discovery by any party to this Agreement. 
 2.15. Interest Payment Dates;
Interest and Fee Basis. Interest accrued on each Base Rate Advance and each Swing Line Loan shall be payable on each Payment Date, commencing with the first such Payment Date to occur after the date hereof and at maturity. Interest accrued on
each Eurodollar Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Advance
having an Interest Period longer than three (3) months shall also be payable on the last day of each three-month interval during such Interest Period. Interest accrued pursuant to Section 2.11 shall be payable on demand. Interest on all
Advances and fees shall be calculated for actual days elapsed on the basis of a 360-day year, except that interest computed by reference to the Alternate Base Rate shall be calculated for actual days elapsed on the basis of a 365/366-day year.
Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 1:00 p.m. (Chicago time) at the place of payment. If any payment of principal of or interest on an
Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day. 

  
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 2.16. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.
Promptly after receipt thereof, the Administrative Agent will notify each applicable Lender of the contents of each Commitment reduction notice, Borrowing Notice, Swing Line Borrowing Notice, Conversion/Continuation Notice, and repayment notice
received by it hereunder. Promptly after notice from any LC Issuer, the Administrative Agent will notify each Revolving Lender of the contents of each request for issuance of a Facility LC hereunder. The Administrative Agent will notify each
applicable Lender and the Borrower of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each applicable Lender and the Borrower prompt notice of each change in the Alternate Base
Rate. 
 2.17. Lending Installations. Each Lender may book its Advances and its participation in any LC Obligations and each LC
Issuer may book the Facility LCs of such LC Issuer at any Lending Installation selected by such Lender or such LC Issuer, as the case may be, and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Loans, Facility LCs, participations in LC Obligations and any Notes issued hereunder shall be deemed held by each Lender or each LC Issuer, as the case may be, for the benefit of any such Lending Installation. Each
Lender and each LC Issuer may, by written notice to the Administrative Agent and the Borrower in accordance with Article XIII, designate replacement or additional Lending Installations through which Loans will be made by it or Facility LCs will
be issued by it and for whose account Loan payments or payments with respect to Facility LCs are to be made. 
 2.18. Non-Receipt of
Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior to the date on which it is scheduled to make payment to the Administrative Agent of (a) in the case of a Lender,
the proceeds of a Loan or (b) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume
that such payment has been made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be,
has not in fact made such payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of
each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender,
the Federal Funds Effective Rate for such day for the first three (3) days and, thereafter, the interest rate applicable to the relevant Loan or (ii) in the case of payment by the Borrower, the interest rate applicable to the relevant
Loan. 
 2.19. Facility LCs. 

(a) Issuance. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby Letters of Credit
denominated in Dollars (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify any Facility LC issued by such LC Issuer (“Modify,” and each such action a “Modification”), from time to time
from and including the date of this Agreement and prior to the Revolving Loan Termination Date 

  
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upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate outstanding LC Obligations shall not exceed
$50,000,000; (ii) the aggregate outstanding LC Obligations with respect to all Facility LCs issued by any LC Issuer shall not exceed the lesser of (A) $25,000,000 (or such greater amount as the applicable LC Issuer shall agree) and
(B) the Revolving Commitment of such LC Issuer, and (iii) the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitments. No Facility LC shall have an expiry date later than the earlier to occur of
(x) the fifth Business Day prior to the Revolving Loan Termination Date and (y) one (1) year after its issuance; provided, however, that the expiry date of a Facility LC may be up to one (1) year later than the fifth
Business Day prior to the Revolving Loan Termination Date if the Borrower has posted on or before the fifth Business Day prior to the Revolving Loan Termination Date cash collateral in the Facility LC Collateral Account on terms reasonably
satisfactory to the Administrative Agent in an amount equal to 105% of the LC Obligations with respect to such Facility LC. 
 (b)
Participations. Upon the issuance or Modification by any LC Issuer of a Facility LC, such LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Revolving Lender, and each
Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from such LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations
in proportion to its Pro Rata Share. 
 (c) Notice. Subject to Section 2.19(a), the Borrower shall give the Administrative Agent
and the applicable LC Issuer notice prior to 1:00 p.m. (Chicago time) at least five (5) Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance (or
Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the Administrative Agent shall promptly
notify each Revolving Lender of the contents thereof and of the amount of such Lender’s participation in such proposed Facility LC. The issuance or Modification by any LC Issuer of any Facility LC shall, in addition to the conditions precedent
set forth in Article IV, be subject to the conditions precedent that such Facility LC shall be reasonably satisfactory to such LC Issuer and that the Borrower shall have executed and delivered such application agreement and/or such other
instruments and agreements relating to such Facility LC as such LC Issuer shall have reasonably requested (each, a “Facility LC Application”). No LC Issuer shall have any independent duty to ascertain whether the conditions set forth in
Article IV have been satisfied; provided, however, that no LC Issuer shall issue a Facility LC if, on or before the proposed date of issuance, such LC Issuer shall have received notice from the Administrative Agent or the Required
Lenders that any such condition has not been satisfied or waived. In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control. 

(d) LC Fees. The Borrower shall pay to the Administrative Agent, for the account of the Revolving Lenders ratably in accordance with
their respective Pro Rata Shares, with respect to each Facility LC, a letter of credit fee at a per annum rate equal to the Applicable Margin for Eurodollar Loans in effect from time to time on the average daily undrawn stated amount under such
Facility LC, such fee to be payable in arrears on each Payment Date (the “LC 

  
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Fee”). The Borrower shall also pay to each LC Issuer for its own account (i) a fronting fee in an amount agreed upon between such LC Issuer and the Borrower, such fee to be payable in
arrears on each Payment Date, and (ii) on demand, all amendment, drawing and other fees regularly charged by such LC Issuer to its letter of credit customers and all reasonable and documented out-of-pocket expenses incurred by such LC Issuer in
connection with the issuance, Modification, administration or payment of any Facility LC. 
 (e) Administration; Reimbursement by
Lenders. Upon receipt of any demand for payment under any Facility LC from the beneficiary of such Facility LC, the applicable LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and
each other Revolving Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date (the “LC Honor Date”). The responsibility of each LC Issuer to the Borrower and each Revolving Lender shall
be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to
exercise the same care in the issuance and administration of the Facility LCs as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct
by any LC Issuer, each Revolving Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Event of Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such
Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.19(f) below and there are not funds available in the
Facility LC Collateral Account to cover the same, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of LC Issuer’s demand for such reimbursement (or, if such demand is made after
11:00 a.m. (Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first
three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Base Rate Advances. 
 (f) Reimbursement by
Borrower. The Borrower shall be irrevocably and unconditionally obligated to reimburse each LC Issuer (i) if the Borrower shall have received notice of the applicable LC Honor Date at or before 10:30 a.m. (Chicago time) on such LC
Honor Date, on or before the applicable LC Honor Date or (ii) if the Borrower shall have received notice of the applicable LC Honor Date after 10:30 a.m. (Chicago time) on the applicable LC Honor Date, the date one Business Day after the
Borrower has received notice from such LC Issuer of such LC Honor Date (such required date of payment, the “LC Required Payment Date”), in each case, for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC (such
amount, the “Reimbursement Amount”), without presentment, demand, protest or other formalities of any kind; provided that (A) neither the Borrower nor any Revolving Lender shall hereby be precluded from asserting any claim for
direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the applicable LC Issuer in determining whether a request
presented under any Facility LC issued by it complied with the terms of such Facility LC or (y) the applicable LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with
the terms and 

  
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conditions of such Facility LC; and (B) if Borrower has not paid the Reimbursement Amount with respect to Facility LC on or prior to the LC Required Payment Date (and the applicable LC
Issuer shall promptly notify the Administrative Agent of such failure) and (i) if the applicable conditions set forth in Section 4.2 (other than the condition that no Default exists; provided that it is understood and agreed that no
Advance shall be made pursuant to this clause (f) at any time an Event of Default has occurred and is continuing) would permit the making of Revolving Loans, the Borrower shall be deemed to have requested a borrowing of Revolving Loans (which
shall be Base Rate Loans) in an amount equal to the unpaid Reimbursement Amount and the Administrative Agent shall give each Lender prompt notice of the amount of the Revolving Loan to be made available to the Administrative Agent and (ii) if
such conditions would not permit the making of Revolving Loans, the provisions of Section 2.19(e) shall apply. All such amounts paid by the LC Issuer and remaining unpaid by the Borrower after the applicable LC Required Payment Date shall bear
interest, payable on demand, for each day until paid at a rate per annum equal to (after giving effect to any Revolving Loan pursuant to the preceding sentence) the sum of 2.00% per annum plus the rate applicable to Base Rate Advances for
each such day after such LC Required Payment Date. The LC Issuer will pay to each Revolving Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the
Reimbursement Obligation in respect of any Facility LC issued by the LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 2.19(e). 

(g) Obligations Absolute. The Borrower’s obligations under this Section 2.19 shall be absolute and unconditional under any
and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any LC Issuer, any Revolving Lender or any beneficiary of a Facility LC. The Borrower further agrees with the LC
Issuers and the Revolving Lenders that the LC Issuers and the Revolving Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligation in respect of any Facility LC shall not be affected by, among other things, the validity
or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary
of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Facility LC or any such
transferee. No LC Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC other than any such error, omission,
interruption or delay in transmission, dispatch or delivery arising out of the gross negligence or willful misconduct of such LC Issuer as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower agrees that
any action taken or omitted by any LC Issuer or any Revolving Lender under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and
shall not put any LC Issuer or any Revolving Lender under any liability to the Borrower. Nothing in this Section 2.19(g) is intended to limit the right of the Borrower to make a claim against any LC Issuer for damages as contemplated by the
proviso to the first sentence of Section 2.19(f). 
 (h) Actions of LC Issuer. Each LC Issuer shall be entitled to rely, and
shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, 

  
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certificate, affidavit, letter, cablegram, telegram, facsimile, telex, teletype or electronic mail message, statement, order or other document believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such LC Issuer. Each LC Issuer shall be fully justified in failing or refusing to take
any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Lenders
against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.19, each LC Issuer shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Revolving Lenders and any future
holders of a participation in any Facility LC. 
 (i) Indemnification. The Borrower hereby agrees to indemnify and hold harmless each
Lender, each LC Issuer and the Administrative Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, reasonable and documented costs or expenses (including
reasonable and documented counsel fees and disbursements) which such Lender, the LC Issuer or the Administrative Agent may incur (or which may be claimed against such Lender, the LC Issuer or the Administrative Agent by any Person whatsoever) by
reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including, without limitation, any claims, damages, losses,
liabilities, costs or expenses (including reasonable and documented counsel fees and disbursements (which shall be limited to the reasonable and documented fees, charges and disbursements of (i) one primary counsel and any special and local
counsel for the Administrative Agent, the LC Issuers and the Lenders and (ii) in the event of any actual or potential conflicts of interest, one additional primary counsel and any additional special and local counsel, in each case, for all
similarly situated LC Issuers and Lenders)) which any LC Issuer may incur (A) by reason of or in connection with the failure of any other Lender to fulfill or comply with its obligations to such LC Issuer hereunder (but nothing herein contained
shall affect any rights the Borrower may have against any Defaulting Lender) or (B) by reason of or on account of such LC Issuer issuing any Facility LC which specifies that the term “Beneficiary” included therein includes any
successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such LC Issuer, evidencing the
appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Lender, any LC Issuer or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but
only to the extent, caused by (x) the willful misconduct or gross negligence of the applicable LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (y) the applicable LC
Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 2.19(i) is intended to limit the obligations of the
Borrower under any other provision of this Agreement. 
 (j) Lenders’ Indemnification. Each Revolving Lender shall, ratably in
accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective 

  
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directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action,
loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or such LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and
conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder. 

(k) Facility LC Collateral Account. The Borrower agrees that it will, upon the reasonable request of the Administrative Agent or the
Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuers or the Lenders in respect of any Facility LC, maintain a special collateral account pursuant to arrangements
satisfactory to the Administrative Agent (the “Facility LC Collateral Account”), in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders and in which such
Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Revolving Lenders and the LC Issuers, a
security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the
Obligations. The Administrative Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of U.S. Bank having a maturity not exceeding thirty (30) days. Nothing in this
Section 2.19(k) shall either obligate the Administrative Agent to require the Borrower to deposit any funds in the Facility LC Collateral Account or limit the right of the Administrative Agent to release any funds held in the Facility LC
Collateral Account in each case other than as required by Section 2.22 or Section 8.1. 
 (l) Rights as a Lender. In its
capacity as a Revolving Lender, each LC Issuer shall have the same rights and obligations as any other Revolving Lender. 
 (m) Separate
Reimbursement Agreement. In the event any LC Issuer enters into a separate reimbursement agreement with the Borrower covering the Facility LCs and the terms of such reimbursement agreement conflict with or contradict the terms of this Agreement,
the terms of this Agreement shall control. 
 2.20. Replacement of Lender. If the Borrower is required pursuant to Sections 3.1,
3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Base Rate Advances into Eurodollar Advances shall be suspended pursuant to Section 3.3 or if any Lender declines to
approve an amendment or waiver that is approved by the Required Lenders or becomes a Defaulting Lender (any Lender so affected an “Affected Lender”), the Borrower may elect, if any of such issue or event is still in effect, to replace such
Affected Lender as a Lender party to this Agreement, provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that concurrently with such replacement,
(a) an Eligible Assignee (in each case, subject to any consent that would be required pursuant to Section 12.3(b) for an assignment to such Eligible Assignee) which does not suffer from and is not impacted by the issue or event causing the
replacement of the Affected Lender, shall agree, as of such date, to purchase for cash 

  
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at par the Advances and other Obligations due to the Affected Lender under this Agreement and the other Loan Documents pursuant to an assignment substantially in the form of Exhibit C and to
become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, and (b) the Borrower
shall pay to such Affected Lender in same day funds on the day of such replacement (i) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination,
including without limitation payments due to such Affected Lender under Sections 3.1, 3.2, 3.4 and 3.5, but excluding any amount paid by the replacement lender under clause (a), and (ii) an amount, if any, equal to the payment which
would have been due to such Lender on the day of such replacement under Section 3.4 had the Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender. 

2.21. Limitation of Interest. The Borrower, the Administrative Agent and the Lenders intend to strictly comply with all applicable
laws, including applicable usury laws. Accordingly, the provisions of this Section 2.21 shall govern and control over every other provision of this Agreement or any other Loan Document which conflicts or is inconsistent with this
Section 2.21, even if such provision declares that it controls. As used in this Section 2.21, the term “interest” includes the aggregate of all charges, fees, benefits or other compensation which constitute interest under
applicable law, provided that, to the maximum extent permitted by applicable law, (a) any non-principal payment shall be characterized as an expense or as compensation for something other than the use, forbearance or detention of money
and not as interest, and (b) all interest at any time contracted for, reserved, charged or received shall be amortized, prorated, allocated and spread, in equal parts during the full term of this Agreement. In no event shall the Borrower or any
other Person be obligated to pay, or any Lender have any right or privilege to reserve, receive or retain, (i) any interest in excess of the maximum amount of nonusurious interest permitted under the applicable laws (if any) of the United
States or of any applicable state, or (ii) total interest in excess of the amount which such Lender could lawfully have contracted for, reserved, received, retained or charged had the interest been calculated for the full term of this Agreement
at the Highest Lawful Rate. On each day, if any, that the interest rate (the “Stated Rate”) called for under this Agreement or any other Loan Document exceeds the Highest Lawful Rate, the rate at which interest shall accrue shall
automatically be fixed by operation of this sentence at the Highest Lawful Rate for that day, and shall remain fixed at the Highest Lawful Rate for each day thereafter until the total amount of interest accrued equals the total amount of interest
which would have accrued if there were no such ceiling rate as is imposed by this sentence. Thereafter, interest shall accrue at the Stated Rate unless and until the Stated Rate again exceeds the Highest Lawful Rate when the provisions of the
immediately preceding sentence shall again automatically operate to limit the interest accrual rate. The daily interest rates to be used in calculating interest at the Highest Lawful Rate shall be determined by dividing the applicable Highest Lawful
Rate per annum by the number of days in the calendar year for which such calculation is being made. None of the terms and provisions contained in this Agreement or in any other Loan Document which directly or indirectly relate to interest shall ever
be construed without reference to this Section 2.21, or be construed to create a contract to pay for the use, forbearance or detention of money at an interest rate in excess of the Highest Lawful Rate. If the term of any Loan or any other
Obligation outstanding hereunder or under the other Loan Documents is shortened by reason of acceleration of maturity as a result of any Event of Default or by any other cause, or by reason of any required or permitted prepayment, and if


  
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for that (or any other) reason any Lender at any time, including but not limited to, the stated maturity, is owed or receives (and/or has received) interest in excess of interest calculated at
the Highest Lawful Rate, then and in any such event all of any such excess interest shall be canceled automatically as of the date of such acceleration, prepayment or other event which produces the excess, and, if such excess interest has been paid
to such Lender, it shall be credited pro tanto against the then-outstanding principal balance of the Borrower’s Obligations to such Lender, effective as of the date or dates when the event occurs which causes it to be excess interest,
until such excess is exhausted or all of such principal has been fully paid and satisfied, whichever occurs first, and any remaining balance of such excess shall be promptly refunded to its payor. 

2.22. Defaulting Lenders. 

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

	 	(i)	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. 

  

	 	(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 VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.1
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 LC Issuers and Swing Line Lender hereunder; third, to Cash Collateralize the LC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with
Section 2.22(d); 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 (including the Facility LC Collateral Account) and released pro rata in order to
(A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize the LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with
respect to future Facility LCs issued under this Agreement, in accordance with Section 2.22(d); sixth, to the payment of any amounts owing to the Lenders, the LC Issuers or Swing Line Lender as a result of any judgment of a court of
competent jurisdiction obtained by any Lender, any LC Issuer or 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 



  
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jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; eighth, if so determined
by the Administrative Agent, distributed to the Lenders other than the Defaulting Lender until the ratio of the Revolving Exposures of such Lenders to the Aggregate Outstanding Revolving Credit Exposures of all Revolving Lenders equals such ratio
immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs or Swing Line Loans; and ninth, 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 Facility LC issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans
were made or the related Facility LCs were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Credit Extensions of all Non-Defaulting Lenders that are
Revolving Lenders on a pro rata basis prior to being applied to the payment of any Credit Extensions of such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swing Line Loans are held by the
Lenders pro rata in accordance with the Commitments without giving effect to Section 2.22(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 2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 


 

	 	(iii)	Certain Fees. 

 (A) No Defaulting Lender that is a Revolving Lender shall be entitled
to receive any Unused Fee for any period during which that Revolving Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). Each
Defaulting Lender that is a Revolving Lender shall be entitled to receive a Facility Fee for any period during which that Revolving Lender is a Defaulting Lender only to extent allocable to the sum of (x) the outstanding principal amount of the
Revolving Loans funded by it, and (y) its ratable share of the stated amount of Facility LCs for which it has provided Cash Collateral pursuant to Section 2.22(d). 

(B) Each Defaulting Lender that is a Revolving Lender shall be entitled to receive LC Fees for any period during which that Revolving Lender
is a Defaulting Lender only to the extent allocable to its ratable share of the stated amount of Facility LCs for which it has provided Cash Collateral pursuant to Section 2.22(d). 

(C) With respect to any Facility Fee or LC 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 is a Revolving Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such 

  
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Defaulting Lender’s participation in LC Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the LC
Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the LC Issuer’s or Swing Line Lender’s Fronting Exposure to such Defaulting Lender which has not
be Cash Collateralized by the Borrower, and (z) not be required to pay the remaining amount of any such fee. 
  

	 	(iv)	Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting
Lenders that are Revolving Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (A) the conditions set forth in
Section 4.2 are satisfied at the time of such reallocation (and unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are
satisfied at such time), and (B) such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 9.15, 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 (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 law, (A) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (B) second, Cash Collateralize the LC Issuers’ Fronting Exposure in accordance with
the procedures set forth in Section 2.22(d). 

 (b) Defaulting Lender Cure. If the Borrower, the Administrative
Agent, the Swing Line Lender and the LC Issuers agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to
any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as
the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Facility LCs and Swing Line Loans to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to
Section 2.22(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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 (c) New Swing Line Loans/Facility LCs. So long as any Lender is a Defaulting Lender,
(i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) the LC Issuers shall not be required to issue,
extend, renew or increase any Facility LC unless it is satisfied that it will have no Fronting Exposure (other than any Fronting Exposure that is Cash Collateralized by the Borrower) after giving effect thereto. 

(d) Cash Collateral. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written
request of any LC Issuer (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize such LC Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.22(a)(iv) and
any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. 
  

	 	(i)	Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the LC Issuers, and agrees to
maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of LC Obligations, to be applied pursuant to clause (ii) below. 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 and the LC Issuers 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 (after giving effect to any
Cash Collateral provided by the Defaulting Lender). 

  

	 	(ii)	Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.22 in respect of Facility LCs shall be applied to the satisfaction of the
Defaulting Lender’s obligation to fund participations in respect of LC Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior
to any other application of such Cash Collateral as may otherwise be provided for herein. 

  

	 	(iii)	 Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the LC
Issuers’ Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.22(d) following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender
status of the applicable Lender), or (B) the determination by the Administrative Agent that there exists excess Cash Collateral; provided that, subject to this Section 2.22 the Person providing Cash Collateral and the Administrative
Agent may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and provided further that to the extent that such Cash Collateral was provided by the Borrower, such




  
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Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents. 


2.23. Extensions of Revolving Commitments. The Borrower shall have the right, exercisable two times, to request that the Administrative
Agent and the Revolving Lenders agree to extend the Revolving Loan Termination Date by one six-month period. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than
120 days prior to the current Revolving Loan Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon
receipt thereof. Subject to satisfaction of the following conditions, the Revolving Loan Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to
in the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall be in existence; (ii) no Material Adverse Change shall have occurred and
(iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any
such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any
representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which
case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (b) the Borrower shall have paid the fees payable under Section 2.5(e) and (c) the Borrower shall have
delivered to the Administrative Agent a certificate from an Authorized Signatory of the Borrower certifying the matters referred to in the preceding clause (a). Once the foregoing conditions have been satisfied, the Administrative Agent shall
promptly notify the Borrower and the Revolving Lenders of the new Revolving Loan Termination Date. 
 2.24. Increase Option. The
Borrower may from time to time until the Revolving Loan Termination Date elect to increase the Revolving Commitments, enter into one or more tranches of additional Term Loans, or one or more tranches of commitments (each an “Incremental Term
Loan Commitment”) to make additional, Term Loans (each an “Incremental Term Loan”), in each case in minimum increments of $50,000,000 or such lower amount as the Borrower and the Administrative Agent agree upon, so long as, after
giving effect thereto, the Aggregate Outstanding Credit Exposure does not exceed $1,500,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving
Commitment or to participate in such Incremental Term Loan Commitments or Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities that are Eligible Assignees (each such new
bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or to participate in such Incremental Term Loan Commitments or Incremental Term Loans, or extend Revolving Commitments,
as the case may be; provided that (a) each Augmenting Lender and each Increasing Lender shall, to the extent consent would be required for an assignment of such Commitments or such Loans to such Augmenting Lender or Increasing Lender
pursuant to Section 12.3, be subject to the approval of the Borrower, the Administrative Agent, the LC Issuers and/or the Swing Line Lender, in each case not to be 

  
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unreasonably withheld, delayed or conditioned, and (b) (i) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of
Exhibit F hereto, and (ii) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit G hereto. No consent of any Lender (other than the Lenders participating
in the increase or any Incremental Term Loan) shall be required for any increase in Revolving Commitments, Incremental Term Loan Commitments or Incremental Term Loans pursuant to this Section 2.24. Increases and new Revolving Commitments,
Incremental Term Loan Commitments and Incremental Term Loans created pursuant to this Section 2.24 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders,
and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loan Commitments or Incremental Term
Loans shall become effective under this paragraph unless, (A) on the proposed date of the effectiveness of, and after giving effect to, such increase or such Incremental Term Loan Commitments or Incremental Term Loans, (x) the conditions
set forth in paragraphs (a), (b) and (c) of Section 4.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized
Signatory of the Borrower and (y) the Borrower shall be in compliance (on a pro forma basis reasonably acceptable to the Administrative Agent) with the covenants contained in Section 6.16 and (B) the Administrative Agent shall have
received documents consistent with those delivered on the Effective Date as to the limited partnership power and authority of the Borrower to borrow hereunder after giving effect to such increase, as well as such documents as the Administrative
Agent may reasonably request (including, without limitation, customary opinions of counsel and affirmations of Loan Documents and updated financial projections, reasonably acceptable to the Administrative Agent). On the effective date of any
increase in the Revolving Commitments or any new Incremental Term Loan Commitments becoming effective or any Incremental Term Loans being made, (1) each relevant Increasing Lender and Augmenting Lender providing a Revolving Commitment shall
make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and
the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Pro Rata Share of such outstanding Revolving Loans, and (2) unless the balancing in
clause (1) can be made with Revolving Loans only from the applicable Increasing Lenders and Augmenting Lenders (and except in the case of any Incremental Term Loan Commitments or Incremental Term Loans), the Borrower shall be deemed to have
repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice
delivered by the Borrower, in accordance with the requirements of Section 2.3). The deemed payments made pursuant to clause (2) of the immediately preceding sentence shall be accompanied, in respect of Eurodollar Loans, by payment of all
accrued interest on the amount prepaid and shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.4 if the deemed payment occurs other than on the last day of the related Interest Periods. All Incremental
Term Loans (including Incremental Term Loans funded pursuant to Incremental Term Loan Commitments) (aa) shall rank pari passu in right of payment with the Revolving Loans and the 

  
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 initial Term Loans, (bb) shall not mature earlier than the Five-Year Term Loan Termination Date (but may
have amortization prior to such date) and (cc) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (I) the terms and conditions applicable to
any tranche of Incremental Term Loans maturing after the Five-Year Term Loan Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Five-Year
Term Loan Termination Date and (II) the Incremental Term Loans may be priced differently than the Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an
“Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if
any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion
of the Administrative Agent, to effect the provisions of this Section 2.24. Each Augmenting Lender and each Increasing Lender shall fund the applicable Incremental Term Loans in accordance with the requirements of the applicable Incremental
Term Loan Amendment. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans, at any time.
In connection with any increase in the aggregate amount of the Revolving Commitments, effectiveness of Incremental Term Loan Commitments or issuance of Incremental Term Loans pursuant to this Section 2.24 any Lender becoming a party hereto
shall (AA) execute such documents and agreements as the Administrative Agent may reasonably request and (BB) provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for
the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. 

This Section shall supersede any provision in Section 8.3 to the contrary. 

2.25. Bid Rate Loans. 

(a) Bid Rate Loans. From and after the Investment Grade Election and to but excluding the Revolving Loan Termination Date, the Borrower
may, as set forth in this Section, request the Revolving Lenders to make offers to make Bid Rate Loans to the Borrower in Dollars. The aggregate principal amount of Bid Rate Loans outstanding at any time, shall not exceed the lesser of
(i) one-half of the Aggregate Revolving Commitments and (ii) the Aggregate Revolving Commitments minus Aggregate Outstanding Revolving Credit Exposure (determined without giving effect to outstanding Bid Rate Loans). The Revolving Lenders
may, but shall have no obligation to, make such offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. 

(b) Requests for Bid Rate Loans. When the Borrower wishes to request from the Revolving Lenders offers to make Bid Rate Loans, it shall
give the Administrative Agent notice (a “Bid Rate Quote Request”) so as to be received no later than 1:00 p.m. (Chicago time) on (i) the Business Day immediately preceding the date of borrowing proposed therein, in the case of an
Absolute Rate Auction and (ii) the date four (4) Business Days prior to the proposed 

  
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date of borrowing, in the case of a Eurodollar Auction. The Administrative Agent shall deliver to each Revolving Lender a copy of each Bid Rate Quote Request promptly upon receipt thereof by the
Administrative Agent. The Borrower may request offers to make Bid Rate Loans for up to three (3) different Interest Periods in any one Bid Rate Quote Request; provided that if granted each separate Interest Period shall be deemed to be a separate
borrowing (a “Bid Rate Borrowing”). Each Bid Rate Quote Request shall be substantially in the form of Exhibit I-1 and shall specify as to each Bid Rate Borrowing all of the following: 

(A) the proposed date of such Bid Rate Borrowing, which shall be a Business Day; 

(B) the aggregate amount of such Bid Rate Borrowing which shall be in a minimum amount of $10,000,000 and integral multiples
of $500,000 in excess thereof which shall not cause the outstanding principal amount of all Bid Rate Loans, after giving effect to the application of the proceeds of the such Bid Rate Borrowing, to exceed the limit specified in Section 2.25(a);

 (C) whether the Bid Rate Quote Request is for Eurodollar Margin Loans or Absolute Rate Loans; and 

(D) the duration of the Interest Period applicable thereto, which shall not extend beyond the Revolving Loan Termination Date.

 The Borrower shall not deliver any Bid Rate Quote Request within five (5) Business Days of the giving of any other Bid Rate Quote
Request and the Borrower shall not deliver more than one (1) Bid Rate Quote Request in any calendar month. 
 (c) Bid Rate Quotes. 

 

	 	(i)	 Each Revolving Lender may submit one or more Bid Rate Quotes, each containing an offer to make a Bid Rate Loan in
response to any Bid Rate Quote Request; provided that, if the Borrower’s request under Section 2.25(b) specified more than one Interest Period, such Revolving Lender may make a single submission containing only one Bid Rate Quote for each
such Interest Period. Each Bid Rate Quote must be submitted to the Administrative Agent not later than 10:30 a.m. (Chicago time) (A) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (B) on the date three
(3) Business Days prior to the proposed date of borrowing, in the case of a Eurodollar Auction, and in either case the Administrative Agent shall disregard any Bid Rate Quote received after such time; provided that any Revolving Lender then acting
as the Administrative Agent or that is an Affiliate of the Administrative Agent may submit a Bid Rate Quote only if it notifies the Borrower of the terms of the offer contained therein not later than 30 minutes prior to the latest time by which
the Revolving Lenders must submit applicable Bid Rate Quotes. Any Bid Rate Quote so made shall be irrevocable except with the consent of the Administrative Agent given at the request of the Borrower. Such Bid Rate Loans may be funded by a Revolving
Lender’s Designated Lender (if any) as provided in Section 12.1(b); however, 



  
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such Revolving Lender shall not be required to specify in its Bid Rate Quote whether such Bid Rate Loan will be funded by such Designated Lender. 


 

	 	(ii)	Each Bid Rate Quote shall be substantially in the form of Exhibit I-2 and shall specify: 


(A) the proposed date of borrowing and the Interest Period therefor; 

(B) the principal amount of the Bid Rate Loan for which each such offer is being made; provided that the aggregate principal amount of all
Bid Rate Loans for which a Revolving Lender submits Bid Rate Quotes (x) may be greater or less than the Revolving Commitment of such Revolving Lender but (y) shall not exceed the principal amount of the Bid Rate Borrowing for a particular
Interest Period for which offers were requested; provided further that any Bid Rate Quote shall be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof; 

(C) in the case of an Absolute Rate Auction, the rate of interest per annum (rounded upwards, if necessary, to the nearest one-hundredth of
one percent (0.01%)) offered for each such Absolute Rate Loan (the “Absolute Rate”); 
 (D) in the case of a Eurodollar Auction,
the margin above or below the applicable Eurodollar Rate (the “Eurodollar Margin”) offered for each such Eurodollar Margin Loan, expressed as a percentage to be added to (or subtracted from) the applicable Eurodollar; and 

(E) the identity of the quoting Revolving Lender. 

Unless otherwise agreed by the Administrative Agent and the Borrower, no Bid Rate Quote shall contain qualifying, conditional or similar language or propose
terms other than or in addition to those set forth in the applicable Bid Rate Quote Request and, in particular, no Bid Rate Quote may be conditioned upon acceptance by the Borrower of all (or some specified minimum) of the principal amount of the
Bid Rate Loan for which such Bid Rate Quote is being made. 
 (d) Notification by Administrative Agent. The Administrative Agent
shall, as promptly as practicable after the Bid Rate Quotes are submitted (but in any event not later than 11:30 a.m. (Chicago time) (i) on the proposed date of borrowing, in the case of an Absolute Rate Auction or (ii) on the date
three (3) Business Days prior to the proposed date of borrowing, in the case of a Eurodollar Auction), notify the Borrower of the terms (A) of any Bid Rate Quote submitted by a Revolving Lender that is in accordance with Section 2.25(c)
and (B) of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Revolving Lender with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be
disregarded by the Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. The Administrative Agent’s notice to the Borrower shall specify (x) the aggregate
principal amount of the Bid Rate Borrowing for which offers have been received and (y) the principal amounts and Absolute Rates or Eurodollar Margins, as applicable, so offered by each Revolving Lender (identifying the Revolving Lender that
made such Bid Rate Quote). 

  
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 (e) Acceptance by Borrower. 

 

	 	(i)	Not later than 12:30 p.m. (Chicago time) (A) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (B) on the date three (3) Business Days prior to the proposed date of borrowing,
in the case of a Eurodollar Auction, the Borrower shall notify the Administrative Agent of its acceptance or nonacceptance of the Bid Rate Quotes so notified to it pursuant to Section 2.25(d). which notice shall be in the form of Exhibit I-3.
In the case of acceptance, such notice shall specify the aggregate principal amount of Bid Rate Quotes for each Interest Period that are accepted. The failure of the Borrower to give such notice by such time shall constitute nonacceptance. The
Borrower may accept any Bid Rate Quote in whole or in part; provided that: 

 (A) the aggregate principal amount of each Bid
Rate Borrowing may not exceed the applicable amount set forth in the related Bid Rate Quote Request; 
 (B) the aggregate principal amount
of each Bid Rate Borrowing shall comply with the provisions of Section 2.25(b)(B) and together with all other Bid Rate Loans then outstanding shall not cause the outstanding principal amount of all Bid Rate Loans, after giving effect to the
application of the proceeds of the such Bid Rate Borrowing, to exceed the limit specified in Section 2.25(a); 
 (C) acceptance of Bid
Rate Quotes may be made only in ascending order of Absolute Rates or Eurodollar Margins, as applicable, in each case beginning with the lowest rate so offered; 

(D) any acceptance in part by the Borrower shall be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof for
the applicable Bid Rate Borrowing; and 
 (E) the Borrower may not accept any Bid Rate Quote that fails to comply with Section 2.25(c)
or otherwise fails to comply with the requirements of this Agreement. 
  

	 	(ii)	If Bid Rate Quotes are made by two or more Revolving Lenders with the same Absolute Rates or Eurodollar Margins, as applicable, for a greater aggregate principal amount than the amount in respect of which Bid Rate
Quotes are permitted to be accepted for the related Interest Period, the principal amount of Bid Rate Loans in respect of which such Bid Rate Quotes are accepted shall be allocated by the Administrative Agent among such Revolving Lenders in
proportion to the aggregate principal amount of such Bid Rate Quotes. Determinations by the Administrative Agent of the amounts of Bid Rate Loans shall be conclusive in the absence of manifest error. 


(f) Obligation to Make Bid Rate Loans. The Administrative Agent shall promptly (and in any event not later than (i) 1:30 p.m.
(Chicago time) on the proposed date of borrowing of Absolute Rate Loans and (ii) on the date three (3) Business Days prior to the proposed date of borrowing of Eurodollar Margin Loans) notify each Revolving Lender as to whose Bid Rate Quote has
been accepted and the amount and rate thereof. A Revolving Lender 

  
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who is notified that it has been selected to make a Bid Rate Loan may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.1(b). Any
Designated Lender which funds a Bid Rate Loan shall on and after the time of such funding become the obligee in respect of such Bid Rate Loan and be entitled to receive payment thereof when due. No Revolving Lender shall be relieved of its
obligation to fund a Bid Rate Loan, and no Designated Lender shall assume such obligation, prior to the time the applicable Bid Rate Loan is funded. Any Revolving Lender whose offer to make any Bid Rate Loan has been accepted shall, not later than
2:30 p.m. (Chicago time) on the date specified for the making of such Loan, make the amount of such Loan available to the Administrative Agent at its Lending Installation in immediately available funds, for the account of the Borrower. The amount so
received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower not later than 3:30 p.m. (Chicago time) on such date by depositing the same, in immediately available funds, in an
account of the Borrower designated by the Borrower. 
 (g) No Effect on Revolving Commitment. The amount of any Bid Rate Loan made by
any Revolving Lender shall not constitute a utilization of such Revolving Lender’s Revolving Commitment. 
 ARTICLE III 

 YIELD PROTECTION; TAXES 

3.1. Yield Protection. If, after the date of this Agreement, there occurs any Change in Law which: 

(a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with
respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or 

(b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar
Advances), or 
 (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any
applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC
Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans,
Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, 

  
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 and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans
or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by
such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand
compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1
for any increased costs or reductions suffered more than 180 days prior to the date that such Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim
compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect
thereof. 
 3.2. Changes in Capital Adequacy Regulations. If a Lender or an LC Issuer determines that the amount of capital or
liquidity required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer, or any corporation or holding company controlling such Lender or such LC Issuer is increased as a result of
(a) a Change in Law or (b) any change on or after the date of this Agreement in the Risk-Based Capital Guidelines, then, within fifteen (15) days after demand by such Lender or such LC Issuer, the Borrower shall pay such Lender or
such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital or liquidity which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit
Exposure or its Commitment and issue or participate in Facility LCs, as the case may be, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy and liquidity), in each case that is
attributable to such Change in Law or change in the Risk-Based Capital Guidelines, as applicable. Failure or delay on the part of such Lender or such LC Issuer to demand compensation pursuant to this Section 3.2 shall not constitute a waiver of
such Lender’s or such LC Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or any LC Issuer pursuant to this Section 3.2 for any shortfall suffered more than
180 days prior to the date that such Lender or such LC Issuer notifies the Borrower of the Change in Law or change in the Risk-Based Capital Guidelines giving rise to such shortfall and of such Lender’s or such LC Issuer’s intention to
claim compensation therefor; provided further, that if the Change in Law or change in Risk-Based Capital Guidelines giving rise to such shortfall is retroactive, then the 180-day period referred to above shall be extended to include the
period of retroactive effect thereof. 
 3.3. Availability of Types of Advances; Adequacy of Interest Rate. If the Administrative
Agent, in consultation with the Lenders, determines that the interest rate applicable to Eurodollar Advances is not ascertainable or the Required Lenders give the Administrative Agent notice that the interest rate applicable to Eurodollar Advances
does not adequately and fairly reflect the cost of making or maintaining Eurodollar Advances by such Lender, then the Administrative Agent shall give notice to the Borrower and the Lenders of such circumstance, and Borrower’s right to request
Eurodollar Advances shall be suspended until the Administrative Agent give notice to the Borrower and the Lenders that such circumstance no longer exists. 

  
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 3.4. Funding Indemnification. If (a) any payment of a Eurodollar Advance or a Bid
Rate Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, (b) a Eurodollar Advance is not made on the date specified by the Borrower for any reason other
than (i) default by the Lenders or (ii) a notice under Section 3.3, (c) a Eurodollar Loan is converted other than on the last day of the Interest Period applicable thereto, (d) the Borrower fails to borrow, convert, continue
or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto for any reason other than a notice under Section 3.3, or (e) any Eurodollar Loan is assigned other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, the Borrower will indemnify each Lender for such Lender’s reasonable and documented costs and expenses and Interest Differential (as determined by such
Lender) incurred as a result of such prepayment. The term “Interest Differential” shall mean that sum equal to the greater of zero or the financial loss incurred by the Lender resulting from prepayment, calculated as the difference between
the amount of interest such Lender would have earned (from the investments in money markets as of the Borrowing Date of such Advance) had prepayment not occurred and the interest such Lender will actually earn (from like investments in money markets
as of the date of prepayment) as a result of the redeployment of funds from the prepayment. Because of the short-term nature of this facility, Borrower agrees that Interest Differential shall not be discounted to its present value. 

The Borrower hereby acknowledges that the Borrower shall be required to pay Interest Differential with respect to any portion of the principal balance paid or
that becomes due before its scheduled due date, whether voluntarily, involuntarily, or otherwise, including, without limitation, any principal payment made following default, demand for payment, acceleration, collection proceedings, foreclosure,
sale or other disposition of collateral, bankruptcy or other insolvency proceedings, eminent domain, condemnation or otherwise. Such prepayment fee shall at all times be an Obligation as well as an undertaking by the Borrower to the Lenders whether
arising out of a voluntary or mandatory prepayment. 
 3.5. Taxes 

(a) 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 requires the deduction or withholding of any Tax from any such payment by any Loan Party or the Administrative Agent, then the applicable Loan Party or the
Administrative 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 or
Other 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 3.5) the applicable Lender, the applicable LC Issuer or the Administrative Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(b) 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. 

  
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 (c) The Loan Parties shall indemnify each Lender, each LC Issuer or the Administrative Agent,
within fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.5)
payable or paid by such Lender, such LC Issuer or the Administrative Agent or required to be withheld or deducted from a payment to such Lender, such LC Issuer or the Administrative Agent and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or
an LC Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an LC Issuer, shall be conclusive absent manifest error. 

(d) Each Lender and each LC Issuer shall severally indemnify the Administrative Agent, within fifteen (15) days after demand therefor,
for (i) any Indemnified Taxes and Other Taxes attributable to such Lender or such LC Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and Other 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 12.2(c) relating to the maintenance of a Participant Register, and (iii) any
Excluded Taxes attributable to such Lender or such LC Issuer, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or any LC Issuer by the Administrative Agent shall be conclusive
absent manifest error. Each Lender and each LC Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such LC Issuer under any Loan Document or otherwise payable by the
Administrative Agent to the Lender or such LC Issuer from any other source against any amount due to the Administrative Agent under this paragraph (d). 

(e) As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.5, such
Loan Party 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 the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent. 
 (f) (i) Any Lender or any LC Issuer 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 or LC Issuer, if
reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by 

  
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the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender or such LC Issuer 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 3.5(f)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the applicable Lender’s or LC Issuer’s reasonable judgment such completion, execution or submission would subject such Lender or such LC Issuer to any material unreimbursed cost or
expense or would materially prejudice the legal or commercial position of such Lender or such LC Issuer. 
 (ii) Without limiting the
generality of the foregoing, 
 (A) any Lender and any LC Issuer that is a United States person (as defined in Section 7701(a)(30) of
the Code) shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender, or such LC Issuer becomes an LC Issuer, under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender or such LC Issuer is exempt from U.S. federal backup withholding Tax; 

(B) any Non-U.S. 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 Non-U.S. Lender becomes a Lender or an LC Issuer 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: 
 (w) in the case of a Non-U.S. Lender claiming the benefits of an income
Tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding
Tax pursuant to the “interest” article of such Tax treaty and (2) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E 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; 
 (x) executed
copies of IRS Form W-8ECI; 
 (y) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (1) a certificate in form and substance reasonably satisfactory to the Borrower and the Administrative Agent to the effect that such Non-U.S. 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 and (2) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or 

  
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 (z) to the extent a Non-U.S. Lender is not the beneficial owner, executed copies of IRS Form
W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable. 

(C) any Non-U.S. 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 Non-U.S. Lender becomes a Lender or an LC Issuer under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), executed originals 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 or an LC Issuer under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender or such LC Issuer 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 or such LC Issuer 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 or such LC Issuer has complied with such Lender’s or such LC Issuer’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause
(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 (iii) Each Lender and each LC Issuer
agrees that if any form or certification it previously delivered 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. 
 (g) If any party 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 pursuant to this Section 3.5 (including by the payment of additional amounts pursuant to this Section 3.5), it shall pay to the indemnifying party an amount equal to such refund (but only to
the extent of indemnity payments made under this Section 3.5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such 

  
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indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be
required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax
subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed
to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(h) Each party’s obligations under this Section 3.5 shall survive the resignation or replacement of the Administrative Agent or any
assignment of rights by, or the replacement of, a Lender or an LC Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

(i) For purposes of this Section 3.5, the term “applicable law” includes FATCA. 

3.6. Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances
under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to
the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in
the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity
corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall
be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement. 

ARTICLE IV 

CONDITIONS PRECEDENT 

4.1. Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless each of the
following conditions is satisfied: 
 (a) The Administrative Agent shall have received executed counterparts of each of this Agreement and
the Guaranty. 

  
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 (b) The Administrative Agent shall have received a certificate, signed by an Authorized Signatory
of the Borrower, stating that on the date of the initial Credit Extension (i) no Default or Event of Default has occurred and is continuing, (ii) no Material Adverse Change has occurred, and (iii) the representations and warranties
contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to
relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any representations or warranties that do not contain a
materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been
true and correct in all material respects on and as of such earlier date. 
 (c) The Administrative Agent shall have received a written
opinion of the Borrower’s counsel, in form and substance reasonably acceptable to the Administrative Agent, addressed to the Lenders. The Borrower’s counsel shall be reasonably acceptable to the Administrative Agent. 

(d) The Administrative Agent shall have received any Notes requested by a Lender pursuant to Section 2.13 payable to such requesting
Lender (or its registered assigns). 
 (e) The Administrative Agent shall have received such documents and certificates relating to the
organization, existence and good standing of the Borrower and each initial Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to the Borrower and such Guarantors, the Loan Documents or the
transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit H. 

(f) If the initial Credit Extension will be the issuance of a Facility LC, the Administrative Agent shall have received a properly completed
Facility LC Application. 
 (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the
Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 

(h) There shall not have occurred a Material Adverse Change. 

(i) The Administrative Agent shall have received evidence of all governmental, equity holder and third party consents and approvals necessary
in connection with the contemplated financing and all applicable waiting periods, if any, shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse
conditions on the REIT and its Subsidiaries, taken as a whole. 
 (j) No action, suit, investigation or proceeding is pending or, to the
knowledge of the REIT or the Borrower, threatened in any court or before any arbitrator or 

  
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Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. 

(k) The Administrative Agent shall have received: (i) pro forma financial statements giving effect to the initial Credit Extensions
contemplated hereby, which demonstrate, in the Administrative Agent’s reasonable judgment, together with all other information then available to the Administrative Agent, that the Borrower can repay its debts and satisfy its other obligations
as and when they become due, together with a compliance certificate signed by an Authorized Signatory of the Borrower calculating (and showing compliance with) the financial covenants set forth in Section 6.16 as of the Effective Date,
(ii) such information as the Administrative Agent may reasonably request to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the REIT
and its Subsidiaries for the fiscal quarter ended June 30, 2016, and (iv) audited consolidated financial statements of the REIT and its Subsidiaries for the fiscal years ended December 31, 2014 and December 31, 2015. 

(l) The Administrative Agent shall have received evidence of current insurance coverage in compliance with the terms of Sections 5.15 and 6.6.

 (m) The Administrative Agent shall have received evidence that the Existing Credit Facilities shall have been terminated and cancelled,
that all Indebtedness thereunder shall have been repaid (except to the extent that such Indebtedness is being repaid with the proceeds of the Loans), and that all Liens, if any, upon any of the property of the Loan Parties in connection therewith
will be terminated prior to or concurrently with such payment (or, to the extent of any delay in such termination, cancellation, repayment or release (which delay is not expected to exceed two Business Days), the parties hereto agree that
(x) any Subsidiary that is a borrower under any such Existing Credit Facility and which executes the Guaranty on the Effective Date shall not constitute a Guarantor and no Property of any such Subsidiary shall constitute an Eligible Property,
in each case, unless and until such termination, cancellation, repayment and/or release, as applicable, has occurred and (y) so long as such termination, cancellation, repayment and/or release, as applicable, has occurred within two Business
Days following the Effective Date (or such longer period as Administrative Agent shall reasonably agree), for all purposes under this Agreement and the other Loan Documents, the applicable Subsidiary shall be deemed to have been a Guarantor as of
the Effective Date and such Property shall be deemed to have been an Eligible Property as of the Effective Date). 
 (n) The Administrative
Agent shall have received due diligence responses to its requests regarding the Eligible Properties, including a list of the Eligible Properties and the NOI attributable thereto. 

4.2. Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.4(d) with respect to Revolving Loans
for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Borrowing Date: 
 (a) There
exists no Default or Event of Default, nor would a Default or Event of Default result from such Credit Extension. 

  
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 (b) The representations and warranties contained in Article V are (i) with respect to any
representations or warranties that contain a materiality qualifier, true and correct in all respects as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case
such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (ii) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all
material respects as of such Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material
respects on and as of such earlier date. 
 (c) There shall not have occurred a Material Adverse Change. 

Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC with respect to each such
Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2(a) and (b) have been satisfied. 

ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Lenders that: 

5.1. Existence and Standing. Each of the REIT and its Subsidiaries is a corporation, partnership (in the case of Subsidiaries only),
limited liability company, trust or voluntary association duly and properly incorporated, formed or established, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its
jurisdiction of incorporation, organization or establishment and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted. 

5.2. Authorization and Validity. Each Loan Party has the power and authority and legal right to execute and deliver the Loan Documents
to which it is a party and to perform its obligations thereunder. The execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper
organizational proceedings, and the Loan Documents to which each Loan Party is a party constitute legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights. 
 5.3. No Conflict;
Government Consent. Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate
(a) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the REIT or any of its Subsidiaries or (b) the REIT’s or any Loan Party’s articles or certificate of incorporation, partnership
agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (c) the provisions of any material indenture, instrument or agreement to which the REIT
or any of its 

  
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Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any
Lien in, of or on the Property of the REIT or a Subsidiary pursuant to the terms of any such material indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the REIT or any of its Subsidiaries, is required to be obtained by the REIT or
any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the performance by the REIT of any payment Obligations or the legality, validity, binding effect or enforceability of
any of the Loan Documents. 
 5.4. Financial Statements. The December 31, 2015 audited consolidated financial statements of the
REIT and its Subsidiaries, and their unaudited financial statements dated as of June 30, 2016, heretofore delivered to the Lenders were prepared in accordance with GAAP as in effect on the date such statements were prepared and fairly present
in all material respects the consolidated financial condition and operations of the REIT and its Subsidiaries at such date and the consolidated results of their operations for the period then ended. 

5.5. Taxes. The REIT and its Subsidiaries have filed all United States federal and material state income Tax returns and all other
material Tax returns which are required to be filed by them and have paid all United States federal and material state income Taxes and all other material Taxes due from the REIT and its Subsidiaries, including, without limitation, pursuant to any
assessment received by the REIT or any of its Subsidiaries, except in each case for Taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP. No Tax Liens (other than Permitted
Liens) have been filed and no claims are being asserted with respect to any such Taxes. The charges, accruals and reserves on the books of the REIT and its Subsidiaries in respect of any Taxes or other governmental charges are adequate. 

5.6. Litigation and Contingent Obligations. There is no litigation, arbitration, governmental investigation, proceeding or inquiry
pending or, to the knowledge of any Authorized Officer, threatened against or affecting the REIT or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Credit Extensions. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the REIT has no material Contingent Obligations not provided for or
disclosed in the most recent financial statements referred to in Section 5.4 or delivered pursuant to Section 6.1(a) or Section 5.1(b). 

5.7. Subsidiaries. Schedule 5.7 contains an accurate list of all Subsidiaries of the REIT as of the date of this Agreement, setting
forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the REIT or other Subsidiaries. All of the issued and outstanding shares of capital stock or other
ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable. 

  
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 5.8. ERISA. With respect to each Plan, the REIT and all ERISA Affiliates have paid all
required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code and could not reasonably be subject to a lien under Section 430(k) of the Code or Title IV of ERISA. Neither the REIT nor
any ERISA Affiliate has filed, pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, an application for a waiver of the minimum funding standard. No ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The REIT is not an entity deemed to hold “plan assets” within the meaning
of 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA, of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code)
which is subject to Section 4975 of the Code. Neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a nonexempt prohibited transaction within the meaning of Section 406 of ERISA or
Section 4975 of the Code that could reasonably be expected to result in a Material Adverse Effect. The REIT is not subject to any law, rule or regulation which is substantially similar to the prohibited transaction provisions of
Section 406 of ERISA or Section 4975 of the Code. 
 5.9. Accuracy of Information. The information, exhibits and reports
furnished by the REIT or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents, taken as a whole, do not contain any material misstatement of fact or
omitted to state a material fact or any fact necessary to make the statements contained therein not misleading. 
 5.10. Regulation
U. Margin stock (as defined in Regulation U) constitutes less than 25% of the value of those assets of the REIT and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder. 

5.11. Compliance With Laws. Except as could not reasonably be expected to have a Material Adverse Effect, the REIT and its Subsidiaries
are in compliance with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the
ownership of their respective Property. 
 5.12. Ownership of Properties. Except as set forth in Schedule 5.12, on the date of this
Agreement, the REIT and its Subsidiaries will have good title (and, with respect to each Eligible Property, and other asset included in the Unencumbered Asset Value, or the Equity Interests of any Eligible Property Entity, free of all Liens and
Negative Pledges other than those permitted by Section 6.13) to all of the Property and assets reflected in the REIT’s most recent consolidated financial statements provided to the Administrative Agent as owned by the REIT and its
Subsidiaries. 
 5.13. Environmental Matters. Except as could not reasonably be expected to have a Material Adverse Effect, the
Property and operations of the REIT and its Subsidiaries are in compliance with applicable Environmental Laws and none of REIT or any of its Subsidiaries is subject to any liability under Environmental Laws. Neither the REIT nor any Subsidiary has
received any notice to the effect that its Property and/or operations are not in material 

  
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compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a
release of any Hazardous Material, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect. 

5.14. Investment Company Act. Neither the REIT nor any Subsidiary is an “investment company” or a company
“controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. 
 5.15.
Insurance. The REIT maintains, and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies insurance on all their Properties, liability insurance and environmental insurance in such amounts, subject to
such deductibles and self-insurance retentions and covering such Properties and risks as is consistent with sound business practice. 

5.16. Solvency. 
 (a)
Immediately after the consummation of the transactions to occur on the Effective Date and immediately following the making of each Credit Extension, if any, made on the Effective Date and after giving effect to the application of the proceeds of
such Credit Extensions, (i) the fair value of the assets of the REIT and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the REIT and its
Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the assets of the REIT and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the REIT
and its Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the REIT and its Subsidiaries on a consolidated
basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the REIT and its Subsidiaries on a consolidated basis will not have unreasonably
small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the Effective Date. 

(b) The REIT does not intend to, or to permit any of its Subsidiaries to, and does not believe that it or any of its Subsidiaries will, incur
debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or
the Indebtedness of any such Subsidiary. 
 5.17. Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws. 

(a) The REIT, its Subsidiaries and their respective officers and employees and to the knowledge of the REIT, its directors and agents, are in
compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the REIT, any Subsidiary or to the knowledge of the REIT or such Subsidiary any of their respective directors, officers or employees, is a Sanctioned
Person. The use of the proceeds of any Loan or Facility LC or other transactions contemplated hereby will not violate Anti-Corruption Laws or applicable Sanctions. 

  
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 (b) Neither the making of the Loans hereunder nor the use of the proceeds thereof will violate
the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto or successor statute thereto. The REIT and its Subsidiaries are in compliance in all material respects with the PATRIOT Act. 

5.18. EEA Financial Institution. No Loan Party is an EEA Financial Institution. 

ARTICLE VI 

COVENANTS 
 During
the term of this Agreement, unless the Required Lenders shall otherwise consent in writing: 
 6.1. Financial Reporting. The REIT
will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, and furnish to the Administrative Agent and the Lenders (or, in the case of clause (c), to the Administrative Agent, and the
Administrative Agent shall promptly furnish to the Lenders): 
 (a) Within 90 days after the close of each of its fiscal years, commencing
with the fiscal year ending December 31, 2016, an audit report, with no going concern or like qualification, exception or modifier and no scope of audit qualification or exception, certified by Ernst & Young LLP or another independent
certified public accountants reasonably acceptable to the Required Lenders, prepared in accordance with GAAP on a consolidated basis for itself and its consolidated Subsidiaries, including balance sheets as of the end of such period, related income
statements, and a statement of cash flows, accompanied by any management letter prepared by said accountants and delivered to the REIT. 

(b) Within 45 days after the close of the first three (3) quarterly periods of each of its fiscal years (or, with respect to the fiscal
quarter ending September 30, 2016, within 60 days after the Effective Date) for itself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each such period and income statements and a statement of cash flows for the
period from the beginning of such fiscal year to the end of such quarter, all certified by an Authorized Signatory of the Borrower. 
 (c)
Together with the financial statements required under Sections 6.1(a) and (b), a compliance certificate in substantially the form of Exhibit B signed by an Authorized Signatory of the Borrower (i) showing sufficient detail for the independent
calculation of the financial covenants set forth in Section 6.16 and showing any other calculations necessary to determine compliance with this Agreement, (ii) stating that no Default or Event of Default exists, or if any Default or Event
of Default exists, stating the nature and status thereof, (iii) including a list of all (A) Eligible Properties (and the NOI attributable to each such Eligible Property), Development Properties and Lease Up Properties as of the last day of
the reporting period for such compliance certificate and (B) Guarantors added or released since the date of the prior 

  
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compliance certificate, (iv) setting forth any material change in the application of GAAP by, any accounting policies of, or financial reporting practices by, the REIT and its Subsidiaries
during such reporting period, in each case, which impacts the calculation of the covenants set forth in Section 6.16, (v) including a list of all Subsidiaries as of the end of the applicable reporting period, and (vi) in the case of
compliance certificates delivered for the fiscal quarter ending September 30, 2016, pro forma financial statements for such period giving effect to the credit facility hereunder and the application of proceeds thereof as of the Effective Date.

 (d) Promptly upon the furnishing thereof to the shareholders of the REIT, copies of all financial statements, reports and proxy
statements so furnished. 
 (e) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or
other regular reports which the REIT or any of its Subsidiaries files with the U.S. Securities and Exchange Commission. 
 (f) As soon as
available, but in any event no later than ninety (90) days after the beginning of each fiscal year of the REIT, either an annual budget or a proforma covenant forecast for the REIT and its Subsidiaries for such fiscal year. 

(g) Such other business or financial information (including environmental reports) maintained on the REIT, the Borrower, any Eligible Property
Subsidiary, any Eligible Property, or in respect of the calculation of covenants set forth in Section 6.16 and supporting information reasonably relating to such calculations, in each case, as the Administrative Agent or any Lender may from
time to time reasonably request. 
 Any financial statement or other deliverable required to be furnished pursuant to Section 6.1(a),
(b), (d), (e) or (g) shall be deemed to have been furnished on the date on which the REIT has filed such financial statement or other deliverable with the U.S. Securities and Exchange Commission and is available on the EDGAR website on the
Internet at www.sec.gov or any successor government website that is freely and readily available to the Administrative Agent and the Lenders without charge; provided that the Borrower shall give notice of any such filing to the Administrative
Agent (who shall then give notice of any such filing to the Lenders). Notwithstanding the foregoing, the Borrower shall deliver paper or electronic copies of any such financial statement or other deliverable to the Administrative Agent if the
Administrative Agent requests the Borrower to furnish (or cause to be furnished) such paper or electronic copies until written notice to cease delivering such paper or electronic copies is given by the Administrative Agent. 

6.2. Use of Proceeds. The REIT and the Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for
general corporate purposes (including, among others, to refinance certain existing Indebtedness from time to time). Neither the REIT nor the Borrower will, nor will it permit any Subsidiary to, use any of the proceeds of the Advances to purchase or
carry any “margin stock” (as defined in Regulation U). The Borrower will not request any Loan or Facility LC, and the Borrower shall not use, and the Borrower shall ensure that the REIT and its Subsidiaries and its or their respective
directors, officers, employees and agents shall not use, the proceeds of any Loan or Facility LC (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of 

  
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money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (b) in any manner that would result in the violation of any applicable Sanctions. 

6.3. Notice of Material Events. The Borrower will give notice in writing to the Administrative Agent (and the Administrative Agent
shall promptly notify the Lenders thereof) promptly and in any event within three (3) Business Days after an Authorized Officer obtains knowledge thereof, of the occurrence of any of the following: 

(a) any Default or Event of Default; 

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to
any applicable Environmental Laws) against or affecting the REIT or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; 

(c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates
provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; 

(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to
result in a Material Adverse Effect; 
 (e) from and after an Investment Grade Election, any change in the REIT’s debt ratings from a
nationally recognized ratings agency; and 
 (f) any other development, financial or otherwise, which would reasonably be expected to have a
Material Adverse Effect. 
 Each notice delivered under this Section 6.3 shall be accompanied by a statement of an Authorized Signatory
of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

6.4. Conduct of Business. The REIT and the Borrower will, and will cause each Subsidiary to: 

(a) Carry on and conduct its business in primarily the same manner and in primarily the same fields of enterprise as it is presently conducted
and reasonable extensions thereof; and 
 (b) Do all things necessary to (i) remain duly incorporated or organized, validly existing
and (ii) (to the extent such concept applies to such entity) in good standing as a domestic corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and maintain all
requisite authority to conduct its business in each jurisdiction in which its business is conducted. 

  
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 6.5. Taxes. The REIT and the Borrower will, and will cause each Subsidiary to, timely file
complete and correct United States federal and applicable foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except those
(a) which are being contested in good faith by appropriate proceedings, with respect to which adequate reserves have been set aside in accordance with GAAP or (b) which could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect. 
 6.6. Insurance. The REIT and the Borrower will, and will cause each Subsidiary to, maintain with
financially sound and reputable insurance companies insurance on all their Property and other assets, liability insurance and other insurance in such amounts, subject to such deductibles and self-insurance retentions and covering such Property and
other assets and risks as is consistent with sound business practice, and the Borrower will furnish to the Administrative Agent upon reasonable request an insurance certificate together with such other information reasonably acceptable to the
Administrative Agent setting forth the insurance carried. 
 6.7. Compliance with Laws. The REIT and the Borrower will, and will
cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, Anti-Corruption Laws and applicable
Sanctions, except noncompliance which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The REIT and the Borrower will maintain in effect and enforce policies and procedures designed to ensure
compliance by the REIT, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 

6.8. Maintenance of Properties. The REIT and the Borrower (i) will, and will cause each Subsidiary to, do all things necessary to
maintain, preserve, protect and keep the Eligible Properties owned by it in good repair, working order and condition in all material respects, ordinary wear and tear excepted, and make all necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted at all times and (ii) will, and will cause the Subsidiaries to, do all things necessary to maintain, preserve, protect and keep their Properties, in the aggregate,
in good repair, working order and condition, ordinary wear and tear excepted, and, in the aggregate, make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted
at all times. 
 6.9. Books and Records; Inspection. The REIT and the Borrower will, and will cause each of its Subsidiaries to, keep
proper books of record and account in which entries (which entries shall be full, true and correct in all material respects) are made of all dealings and transactions in relation to its business and activities. The REIT and the Borrower will, and
will cause each Subsidiary to, permit the Administrative Agent and simultaneously with the Administrative Agent, any Lender, by their respective representatives and agents, at the Borrower’s expense, to inspect any of the Property, books and
financial records of the REIT and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the REIT and each Subsidiary, and to discuss the affairs, finances and accounts of the REIT and each Subsidiary
with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Administrative Agent or any Lender may designate; 

  
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provided that (a) unless an Event of Default has occurred and is continuing, no more than one such inspection or examination shall occur in any calendar year, and (b) the Borrower shall
not be required to pay the expenses of any inspection or examination by any Lender. 
 6.10. Indebtedness. The REIT and the Borrower
shall not, and shall not permit any other Loan Party or any other Subsidiary to, incur, assume, or otherwise become obligated in respect of any Indebtedness after the Effective Date if immediately prior to the assumption, incurring or becoming
obligated in respect thereof, or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the
covenants contained in Section 6.16. 
 6.11. Merger, Consolidation and Sales of Assets. 

The REIT and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to: (a) enter into any transaction
of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or
any part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that: 

 

	 	(i)	any Subsidiary may merge with a Loan Party so long as such Loan Party is the survivor; 

  

	 	(ii)	any Subsidiary may sell, transfer or dispose of its assets to a Loan Party; 

  

	 	(iii)	any of the actions described in the immediately preceding clauses (a) through (c) may be taken with respect to any Subsidiary or any other Loan Party (other than the REIT and the Borrower) so long as
immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a
violation of any of the covenants contained in Section 6.16; 

  

	 	(iv)	the REIT, the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business; and


  

	 	(v)	a Person may merge with and into the REIT or the Borrower so long as (A) the REIT or the Borrower is the survivor of such merger, (B) immediately prior to such merger, and immediately thereafter and after
giving effect thereto, no Default or Event of Default is or would be in existence and (C) the Borrower shall have given the Administrative Agent and the Lenders at least 10 Business Days’ prior written notice of such merger, such notice to
include a certification as to the matters described in the immediately preceding clause (B) (except that such prior notice shall not be required in the case of the merger of a Subsidiary with and into the Borrower or a Subsidiary (other than
the Borrower) with and into the REIT). 


  
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 6.12. Investments. The Borrower will not, nor will it permit any Subsidiary to, make or
suffer to exist any Investments (including without limitation, any Acquisition, and loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to create any Subsidiary or to become or remain a partner in any
partnership or joint venture, except: 
 (a) Investments in cash and Cash Equivalents; 

(b) existing Investments in Subsidiaries and other Investments in existence on the date hereof and described in Schedule 6.12; 

(c) Investments constituting Derivatives Contracts, if any, in each case, that are non-speculative in nature; 

(d) Investments constituting Customer Advances; and 

(e) any other Investment so long as (i) at the time of entering into the obligation to make such Investment, no Default or Event of
Default shall be in existence or could reasonably be expected to arise or result therefrom after giving effect to such Investment, and (ii) at the time of, and immediately thereafter and after giving effect to, the making of such Investment,
(A) no Event of Default specified in Sections 7.2, 7.6 or 7.7 shall have occurred and be continuing, nor, as a result of the occurrence of any other Event of Default, have the Obligations been accelerated pursuant to Section 8.1, and
(B) the Borrower shall be in compliance with the covenants contained in Section 6.16. 
 6.13. Liens on Eligible
Properties. The Borrower will not, nor will it permit any Subsidiary to, create, incur, or suffer to exist any Lien or Negative Pledge (other than Liens of the type described in clauses (a) through (f) and clause (i) of the
definition of Permitted Liens) in, of or on any Eligible Property, any other asset included in the Unencumbered Asset Value, or the Equity Interests of any Eligible Property Entity. 

6.14. Affiliates. Neither the REIT nor the Borrower will, and will not permit any Subsidiary to, enter into any transaction (including,
without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) upon fair and reasonable terms no less favorable to the REIT or such Subsidiary than the REIT or such
Subsidiary would obtain in a comparable arms-length transaction; and (b) transactions between and among the REIT and its Wholly-Owned Subsidiaries. 

6.15. Restricted Payments. The REIT and the Borrower shall not, and shall not permit any of their Subsidiaries to, declare or make any
Restricted Payment so long as any Default or Event of Default exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Sections 7.2, 7.6 or 7.7 shall have occurred and be continuing, or if as
a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 8.1, the Borrower and its Subsidiaries and any other Subsidiary of the REIT may pay dividends and distributions to the REIT and
other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the REIT to distribute, and the REIT may so distribute, dividends and distributions to its
shareholders in an aggregate amount not to exceed the amount required to be distributed for the REIT (a) to remain in compliance with Section 6.19 

  
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and (b) avoid the payment of U.S. federal or state income or excise tax. Subsidiaries other than the Borrower may, at any time, make Restricted Payments (i) to the Borrower and the
other Subsidiaries that are Guarantors or (ii) to Subsidiaries that are not Guarantors if such Restricted Payments are made by Subsidiaries that are not Guarantors. 

6.16. Financial Covenants. For purposes of determining compliance with the following financial covenants, (i) only the REIT’s
Ownership Share of the financial attributes of a non-Wholly Owned Subsidiary shall be considered and (ii) each such covenant shall be calculated on a consolidated basis for the REIT, the Borrower, and the Subsidiaries. 

(a) Maximum Consolidated Leverage Ratio. The REIT and the Borrower will not permit the Consolidated Leverage Ratio to be greater than
0.60 to 1.00 at any time; provided that, at the Borrower’s election upon delivery of written notice to the Administrative Agent, prior to the delivery of a compliance certificate for any applicable four-quarter period pursuant to
Section 6.1(c) during which the Borrower completes a Material Acquisition and, at the Borrower’s election, for the subsequent consecutive fiscal quarter, and provided that, at the time of completion of such Material Acquisition, no Default
or Event of Default has occurred and is continuing (other than as a result of the Consolidated Leverage Ratio to be greater than 0.60 to 1.00 but less than or equal to 0.65 to 1.00) such Consolidated Leverage Ratio shall not be greater than 0.65 to
1.00 at any time; provided further that any such temporary increase to the maximum Consolidated Leverage Ratio shall not be available (i) for more than four fiscal quarters in total (whether or not consecutive) during the term of this
Agreement, or (ii) for more than two consecutive fiscal quarters. 
 (b) Minimum Fixed Charge Coverage Ratio. The REIT and the
Borrower will not permit the ratio, determined as of the end of each of the REIT’s fiscal quarters for the then most-recently ended four (4) fiscal quarters, of (i) Adjusted EBITDA to (ii) Fixed Charges to be less than 1.50 to
1.00. 
 (c) Maximum Secured Indebtedness. The REIT and the Borrower will not permit the ratio of Secured Indebtedness to Total Asset
Value to be greater than 0.40 to 1.00 at any time. 
 (d) Maximum Unencumbered Leverage Ratio. The REIT and the Borrower will not
permit the Unencumbered Leverage Ratio to be greater than 0.60 to 1.00 at any time; provided that, at the Borrower’s election upon delivery of written notice to the Administrative Agent, prior to the delivery of a compliance certificate for any
applicable four-quarter period pursuant to Section 6.1(c) during which the Borrower completes a Material Acquisition and, at the Borrower’s election, for the subsequent consecutive fiscal quarter, and provided that, at the time of
completion of such Material Acquisition, no Default or Event of Default has occurred and is continuing (other than as a result of the Unencumbered Leverage Ratio to be greater than 0.60 to 1.00 but less than or equal to 0.65 to 1.00) such
Unencumbered Leverage Ratio shall not be greater than 0.65 to 1.00 at any time; provided further that any such temporary increase to the maximum Unencumbered Leverage Ratio shall not be available (i) for more than four fiscal quarters in total
(whether or not consecutive) during the term of this Agreement, or (ii) for more than two consecutive fiscal quarters. 

  
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 6.17. Guarantors. 

(a) If during any fiscal quarter (i) a Subsidiary that should be a Parent Guarantor is organized or acquired, (ii) a Subsidiary that
is not already a Guarantor and is not an Excluded Subsidiary becomes a borrower or a guarantor of, or otherwise becomes obligated to make any payment in respect of, any Unsecured Indebtedness, or (iii) prior to the Investment Grade Election, a
Subsidiary that is not already a Guarantor (A) obtains an ownership interest in any Eligible Property, (B) generates any Unencumbered Management Fee EBITDA, (C) is not an Excluded Subsidiary and becomes a Material Subsidiary, or
(D) is not a Parent Guarantor and becomes an owner, directly or indirectly, of any Equity Interests in any Captive Insurance Subsidiary or in any Subsidiary that is a Guarantor or is other described in this clause (iii), then not later than the
date of the delivery of the financial statements required to be delivered pursuant to Sections 6.1(a) or (b), as applicable, with respect to such fiscal quarter, the Borrower shall provide the Administrative Agent with written notice thereof and
shall cause each such Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Guaranty joinders to
be accompanied by an updated Schedule 5.7 hereto designating such Subsidiary as such and the appropriate corporate, limited liability company, limited partnership or equivalent resolutions and other associated documentation and legal opinions that
would have been delivered under Sections 4.1(c) and (e) if such Subsidiary had been a Subsidiary on the Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and such other
documentation as the Administrative Agent may reasonably request. 
 (b) The Borrower may request in writing that the Administrative Agent
release a Guarantor, other than any Parent Guarantor, from the Guaranty so long as: (i) such Guarantor owns no Eligible Property, nor any direct or indirect equity interest in any Subsidiary that owns an Eligible Property; (ii) such
Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without
limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 6.16; (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan
Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in
all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all
respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (v) the Administrative Agent shall have received such written request (which such
request shall include a certificate of an Authorized Signatory of the Borrower certifying the matters referred to in the immediately preceding clauses (i) through (iv)) at least 10 Business Days (or such shorter period as may be acceptable to
the Administrative Agent) 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 

  
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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. Upon satisfaction of the conditions set forth above, the applicable Guarantor shall be automatically released on the requested release date without any other notice to or from the Administrative Agent or any Lender. 

(c) If the Investment Grade Election is made, the Administrative Agent shall promptly release all of the Guarantors described in clauses
(d) and (e) of the definition of “Guarantor” from their obligations under the Guaranty (the “Investment Grade Release”), subject to satisfaction of the following conditions: 

 

	 	(i)	the Borrower shall have delivered to the Administrative Agent, on or prior to the date that is five (5) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on
which the Investment Grade Release is to be effected, written notice that it is requesting the Investment Grade Release, which notice shall identify the Subsidiary Guarantors to be released and the proposed effective date for the Investment Grade
Release; and 

  

	 	(ii)	On the date the Investment Grade Release is to become effective, the Administrative Agent shall have received a certificate signed by an Authorized Signatory of the Borrower, certifying that: 


(A) the Investment Grade Election have been made; 

(B) no Subsidiary Guarantor to be released is a borrower or guarantor of, or otherwise has a payment obligation in respect of,
any Unsecured Indebtedness; and 
 (C) at the time of the delivery of notice requesting such release, on the proposed
effective date of the Investment Grade Release and immediately before and immediately after giving effect to the Investment Grade Release, (x) no Default or Event of Default has occurred and is continuing or would result therefrom and
(y) (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (I) with respect to any representations or warranties that contain a materiality
qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in
all respects on and as of such earlier date and (II) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such
representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date. 

  
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 (d) Upon the release of any Person pursuant to this Section 6.17, the
Administrative Agent shall (to the extent applicable) deliver to the Loan Parties, upon the Loan Parties’ request and at the Loan Parties’ expense, such documentation as is reasonably requested by the Borrower (and reasonably satisfactory
to the Administrative Agent) or is necessary to evidence the release of such Person from its obligations under the Loan Documents. 
 6.18.
PATRIOT Act Compliance; Etc. The REIT and the Borrower shall, and shall cause each Subsidiary to, provide such information (including each Subsidiary’s name, address, and tax identification number) and take such actions as are reasonably
requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with “know your customer” and anti-money laundering rules and regulations including, without
limitation, the PATRIOT Act. 
 6.19. Maintenance of REIT Status; Exchange Listing. The REIT shall maintain its status as, and
election to be treated as, a “real estate investment trust” under the Code. The REIT shall maintain at least one class of common shares of the REIT having trading privileges on the New York Stock Exchange or NYSE Amex Equities or which is
subject to price quotations on The NASDAQ Stock Market’s National Market System. 
 ARTICLE VII 

DEFAULTS 
 The
occurrence of any one or more of the following events shall constitute an Event of Default (each, an “Event of Default”): 
 7.1.
Any representation or warranty made or deemed made by or on behalf of the REIT or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information
delivered in connection with this Agreement or any other Loan Document shall be materially false on the date made or confirmed. 
 7.2.
Nonpayment of (a) principal of any Loan or any Reimbursement Obligation when due or (b) any interest upon any Loan, any Unused Fee, Facility Fee, Ticking Fee or LC Fee, the Prepayment Premium, or any other obligation under any of the Loan
Documents within three (3) Business Days after the same becomes due. 
 7.3. (a) The breach by the REIT or any of its
Subsidiaries of any of the terms or provisions of Section 6.2, 6.3(a), 6.4(b)(i) (solely with respect to the REIT, any other Parent Guarantor or the Borrower), 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 or 6.19; or (b) the breach
by the REIT or any of its Subsidiaries of Section 6.4(b)(i) (solely with respect to any Loan Party (other than the REIT, any other Parent Guarantor or the Borrower)) or any of the terms or provisions of Section 6.1 which is not remedied
within ten (10) Business Days after the earlier of (i) any Authorized Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach. 

7.4. The breach by the REIT or any of its Subsidiaries (other than a breach which constitutes an Event of Default under another Section of
this Article VII) of any of the terms or 

  
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provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after the earlier of (a) any Authorized Officer becoming aware of any such breach
and (b) the Administrative Agent notifying the Borrower of any such breach. 
 7.5. (a) Failure of the REIT or any of its
Subsidiaries to pay when due (after giving effect to all grace periods) any payment (whether of principal, interest or any other amount) in respect of any Material Indebtedness, (b) the default by the REIT or any of its Subsidiaries in the
performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the effect of which default, event
or condition under this clause (b) is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its
stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date, or (c) any portion of Material Indebtedness of the REIT or any of its Subsidiaries shall be declared to be
due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof. 

7.6. The REIT, the Borrower, any Eligible Property Entity or any Material Subsidiary shall (a) have an order for relief entered with
respect to it under the Federal bankruptcy laws as now or hereafter in effect, (b) make an assignment for the benefit of creditors, (c) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee,
examiner, liquidator or similar official for it or any Substantial Portion of its Properties, (d) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a
bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file
an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any formal corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth
in this Section 7.6, (f) fail to contest in good faith any appointment or proceeding described in Section 7.7; or (g) admit in writing its inability to pay, its debts generally as they become due. 

7.7. Without the application, approval or consent of the REIT, the Borrower, any Eligible Property Entity or any Material Subsidiary, a
receiver, trustee, examiner, liquidator or similar official shall be appointed for the REIT, the Borrower, any Eligible Property Entity or any Material Subsidiary or any Substantial Portion of its Properties, or a proceeding described in
Section 7.6(d) shall be instituted against the REIT, the Borrower, any Eligible Property Entity or any Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty
(60) consecutive days. 
 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take
custody or control of, all or any portion of the Property of the REIT or any of its Subsidiaries which, when taken together with all other Property of the REIT, the Borrower and the REIT’s Subsidiaries so condemned, seized, appropriated, or
taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion. 

  
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 7.9. One or more (a) judgments or orders for the payment of money in excess of $100,000,000
(or the equivalent thereof in currencies other than Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in
any such case, shall remain unstayed, undischarged, undismissed, unvacated or unsatisfied for a period of thirty (30) consecutive days. 

7.10. (a) With respect to a Plan, the REIT, the Borrower or an ERISA Affiliate is subject to a lien in excess of $100,000,000 pursuant to
Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a
Material Adverse Effect. 
 7.11. Any Change of Control shall occur. 

7.12. Any Loan Document shall fail to remain in full force or effect (other than as the result of the application of the specific provisions
of such Loan Document) or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall
give notice to such effect. 
 ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES 

8.1. Acceleration; Remedies. 

(a) If any Event of Default described in Section 7.6 or 7.7 occurs with respect to the REIT, the Borrower or any other Loan Party, the
obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs shall automatically terminate and the Obligations under this Agreement and the other Loan Documents shall immediately become due
and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the
Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (i) the amount of LC Obligations at such time, less (ii) the amount on deposit in
the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations under this Agreement and the other Loan Documents (such difference, the
“Collateral Shortfall Amount”). If any other Event of Default occurs, the Administrative Agent may, and at the request of the Required Lenders shall, (A) terminate or suspend the obligations of the Lenders to make Loans hereunder and
the obligation and power of the LC Issuer to issue Facility LCs, or declare the Obligations under this Agreement and the other Loan Documents to be due and payable, or both, whereupon the Obligations under this Agreement and the other Loan Documents
shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives, and (B) upon notice to the Borrower and in addition to the continuing right to demand
payment of all amounts 

  
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payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the
Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. 
 (b) If at any time while any Event of
Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and
without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. 

(c) At any time while any Event of Default is continuing, the Administrative Agent may at any time or from time to time after funds are
deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations under this Agreement and the other Loan Documents and any other amounts as shall from time to time have become due and payable by the Borrower to the
Lenders or the LC Issuer under the Loan Documents, as provided in Section 8.2. 
 (d) At any time while any Event of Default is
continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations under this Agreement and the
other Loan Documents have been indefeasibly paid in full and the Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Administrative Agent to the Borrower or paid to whomever may be
legally entitled thereto at such time. 
 (e) If, within thirty (30) days after acceleration of the maturity of the Obligations under
this Agreement and the other Loan Documents or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Event of Default (other than any Event of
Default as described in Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or decree for the payment of the Obligations due under this Agreement and the other Loan Documents shall have been obtained or entered, the
Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. 

(f) During the continuation of any Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise
all rights and remedies under the Loan Documents and enforce all other rights and remedies under applicable law. 
 8.2. Application of
Funds. After the exercise of remedies provided for in Section 8.1 (or after the Obligations under this Agreement and the other Loan Documents have automatically become immediately due and payable as set forth in the first sentence of
Section 8.1(a)), any amounts received by the Administrative Agent on account of the Obligations shall be applied by the Administrative Agent in the following order: 

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

(b) second, to payment of fees, indemnities and other reimbursable expenses (other than principal, interest, LC Fees, Unused Fees, Facility
Fees, Ticking Fees and the Prepayment Premium) payable to the Lenders and the LC Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the LC Issuer as required by Section 9.6 and amounts payable under
Article III); 
 (c) third, to payment of accrued and unpaid LC Fees, Unused Fees, Facility Fees, Ticking Fees, Prepayment Premium and
interest on the Loans and Reimbursement Obligations, ratably among the applicable Lenders and the LC Issuer in proportion to the respective amounts described in this Section 8.2(c) payable to them; 

(d) fourth, to payment of all other Obligations ratably among the applicable Lenders; 

(e) fifth, to the Administrative Agent for deposit to the Facility LC Collateral Account in an amount equal to the Collateral Shortfall Amount
(as defined in Section 8.1(a)), if any; and 
 (f) last, the balance, if any, to the Borrower or as otherwise required by law; 

provided, however, that, notwithstanding anything to the contrary set forth above, Excluded Swap Obligations with respect to any Guarantor shall
not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section
8.2. 
 8.3. Amendments. Subject to the provisions of this Section 8.3, the Required Lenders (or the Administrative Agent
with the consent in writing of the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to this Agreement or the Guaranty or changing in any manner the rights of the
Lenders or the Borrower hereunder or thereunder or waiving any Default or Event of Default hereunder; provided, however, that no such supplemental agreement shall: 

(a) without the consent of each Lender directly affected thereby, (i) extend the final maturity of any Loan (in each case, other than an
extension pursuant to the provisions of Section 2.23); (ii) extend the expiry date of any Facility LC to a date after the Revolving Loan Termination Date, unless such Facility LC is (or is required to be) Cash Collateralized on the
Revolving Loan Termination Date; (iii) postpone any regularly scheduled payment of principal of any Loan or forgive all or any portion of the principal amount thereof or any Reimbursement Obligation related thereto, or reduce the rate or extend
the time of payment of interest or fees or Prepayment Premium (excluding any waiver of application of the interest rate applicable under Section 2.11, which shall only require the consent of Required Lenders) thereon or Reimbursement
Obligations related thereto; (iv) extend or increase the amount of the Commitment of such Lender hereunder; or (v) amend Section 8.2. 

  
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 (b) without the consent of all of the Lenders, reduce the percentage specified in the definition
of Required Lenders. 
 (c) without the consent of all of the Lenders, amend this Section 8.3 or Section 11.2; provided,
that the foregoing limitation in respect of Section 11.2 shall not prohibit each Lender directly affected thereby from consenting to the extension of the final maturity date of its Loans or expiry date of its Facility LCs beyond the Revolving
Loan Termination Date as contemplated by Section 8.3(a) above. 
 (d) without the consent of all of the Lenders, release (i) any
Parent Guarantor or (ii) all or substantially all of the Guarantors of the Obligations, other than as expressly permitted under the Loan Documents (including pursuant to Section 6.17(b) or (c)). 

No amendment of any provision of this Agreement relating to the Administrative Agent shall be effective without the written consent of the
Administrative Agent, and no amendment of any provision relating to any LC Issuer shall be effective without the written consent of such LC Issuer. No amendment to any provision of this Agreement relating to the Swing Line Lender or any Swing Line
Loans shall be effective without the written consent of the Swing Line Lender. The Administrative Agent may (i) waive payment of the fee required under Section 12.3(c) and (ii) implement any flex provisions contained in any Fee Letter
or any commitment letter delivered in connection with the transaction which is the subject of this Agreement without obtaining the consent of any other party to this Agreement so long as, in the case of any implementation of any flex provisions, the
Administrative Agent’s actions would not require consent of all of the Lenders pursuant to the foregoing provisions of this Section 8.3. Notwithstanding anything to the contrary herein, the Administrative Agent may, with the consent of the
Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency of a technical or immaterial nature, as determined in good faith by the Administrative
Agent. 
 8.4. Preservation of Rights. No delay or omission of the Lenders, the LC Issuer or the Administrative Agent to exercise any
right under the Loan Documents shall impair such right or be construed to be a waiver of any Event of Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of an Event of Default or the inability of
the Borrower to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any
other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section 8.3, and then only to the
extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative Agent, the LC Issuer and the Lenders until the Obligations have been
paid in full. 

  
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 ARTICLE IX  

GENERAL PROVISIONS 

9.1. Survival of Representations. All representations and warranties of the Borrower contained in this Agreement shall survive the
making of the Credit Extensions herein contemplated. 
 9.2. Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, neither the LC Issuer nor any Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation. 

9.3. Headings. Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of
any of the provisions of the Loan Documents. 
 9.4. Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Administrative Agent, the LC Issuers and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent, the LC Issuers and the Lenders relating to the subject
matter thereof other than those contained in the Fee Letters and any flex-pricing provisions contained in any commitment letter entered into in connection with the transaction which is the subject of this Agreement, all of which shall survive and
remain in full force and effect during the term of this Agreement. 
 9.5. Several Obligations; Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and permitted assigns, provided, however, that the parties hereto expressly agree that the Arrangers shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically
set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement. 

9.6. Expenses; Indemnification. 

(a) The Borrower shall reimburse the Administrative Agent and each Arranger upon demand for all reasonable and documented expenses paid or
incurred by the Administrative Agent or such Arranger, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable and documented fees, charges and
disbursements of one primary outside counsel and any special or local counsel to and/or the allocated costs of in-house counsel of the Administrative Agent and the Arrangers incurred from time to time, in connection with the due diligence,
preparation, administration, negotiation, execution, delivery, syndication, distribution (including, without limitation, via DebtX and any other internet service selected by the 

  
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Administrative Agent), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Arrangers, the LC Issuers and
the Lenders for any costs, internal charges and out-of-pocket expenses, including, without limitation, filing and recording costs and fees, costs of any environmental review, and consultants’ fees, travel expenses and reasonable fees, charges
and disbursements of outside counsel (which, in the case of legal counsel, shall be limited to the reasonable fees, charges and disbursements of (i) one primary counsel and any special and local counsel for the Administrative Agent, the
Arrangers and the Lenders (including the LC Issuers and the Swing Line Lender) and (ii) in the event of any actual or potential conflicts of interest, one additional primary counsel and any additional special and local counsel, in each case,
for all similarly situated Lenders (including the LC Issuers or the Swing Line Lender, if similarly situated)) to the Administrative Agent, the Arrangers, the LC Issuers and the Lenders and/or the allocated costs of in-house counsel incurred from
time to time, paid or incurred by the Administrative Agent, any Arranger, any LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section 9.6(a)
include, without limitation, reasonable and documented costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to the
Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or
on behalf of the Borrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement. 
 (b) The Borrower hereby
further agrees to indemnify and hold harmless the Administrative Agent, each Arranger, each LC Issuer, the Swing Line Lender, each Lender, their respective affiliates, and each of their directors, officers and employees, agents and advisors (each,
an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, reasonable attorneys’ fees (which, in the case of legal counsel, shall be limited to the reasonable
fees, charges and disbursements of (i) one primary counsel and any special and local counsel for the Administrative Agent and the Lenders (including the LC Issuers and the Swing Line Lender) and (ii) in the event of any actual or potential
conflicts of interest, one additional primary counsel and any additional special and local counsel, in each case, for all similarly situated Lenders (including the LC Issuers and the Swing Line Lender, if similarly situated)), charges and
disbursements and settlement costs (including, without limitation, all reasonable and documented expenses of litigation or preparation therefor) whether or not the Administrative Agent, any Arranger, any LC Issuer, any Lender or any affiliate is a
party thereto) which any such Indemnitee may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby, the Borrower’s use of loan proceeds, any actual or alleged presence or
release of Hazardous Materials on or from any Property owned or operated by Borrower or any of its Subsidiaries, any environmental liability related in any way to Borrower or any of its Subsidiaries, or 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 Borrower or any of its Subsidiaries, or the direct or indirect application or proposed
application of the proceeds of any Credit Extension hereunder except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of
the applicable Indemnitee. The obligations of the 

  
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Borrower under this Section 9.6 shall survive the termination of this Agreement. This Section 9.6(b) shall not apply with respect to Taxes other than any Taxes that represent losses,
claims, damages, etc. arising from any non-Tax claim. 
 9.7. Numbers of Documents. All statements, notices, closing documents, and
requests hereunder shall be furnished to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders. 

9.8. Accounting. Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP, except that any calculation or determination which is to be made on a consolidated basis shall be made for the Borrower and all of its Subsidiaries, including those Subsidiaries, if
any, which are unconsolidated on the Borrower’s audited financial statements; provided, however that, notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be
construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (a) any election under Accounting Standards Codification Section 825-10-25 (or any other Accounting Standards Codification or
Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined therein, or (b) any treatment of Indebtedness in
respect of convertible debt instruments under Financial Accounting Standards Codification Subtopic 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such
Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. 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 the Borrower, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with
GAAP prior to such change therein and the Borrower shall provide to the Administrative Agent and the Lenders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial
statements required hereunder. 
 9.9. Severability of Provisions. Any provision in any Loan Document that is held to be inoperative,
unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision
in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable. 
 9.10. Nonliability of
Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, any Arranger, any LC
Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, any Arranger, any LC Issuer nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any
matter in connection with any phase of the Borrower’s business or operations. The Borrower agrees that neither the Administrative Agent, 

  
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any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising
out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a
court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, any Arranger, any LC Issuer nor any Lender shall have any
liability with respect to, and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan
Documents or the transactions contemplated thereby. It is agreed that each Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied
and will not rely on any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action. 

9.11. Confidentiality. The Administrative Agent and each Lender agrees to hold any confidential information which it may receive from
the REIT or any Subsidiaries in connection with this Agreement in confidence, except for disclosure (a) to its Affiliates and to the Administrative Agent and any other Lender and their respective Affiliates, and, in each case, their respective
employees, directors, and officers, (b) to legal counsel, accountants, and other professional advisors to the Administrative Agent or such Lender; provided that any such Person to whom confidential information is disclosed shall either have a
legal obligation to keep, or shall agree to keep, such information confidential, (c) as provided in Section 12.3(e), (d) to regulatory officials, (e) to any Person as requested pursuant to or as required by law, regulation, or
legal process, (f) to any Person in connection with any legal proceeding to which it is a party and which relates to the Loan Documents, (g) to its direct or indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, provided that any such Person to whom confidential information is disclosed shall either have a legal obligation to keep, or shall agree to keep, such information confidential,
(h) to rating agencies if requested or required by such agencies in connection with a rating relating to the Advances hereunder, (i) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (j) of information pertaining to this Agreement which is the type of information routinely provided by arrangers to data service providers including
league table providers that serve the lending industry, and (k) to the extent such information (A) becomes publicly available other than as a result of a breach of this Section 9.11 or (B) becomes available to the Administrative
Agent, any LC Issuer, the Swing Line Lender or any other Lender on a non-confidential basis from a source other than the Borrower or another source that the applicable Administrative Agent, LC Issuer, Swing Line Lender or Lender know has a
confidentiality or non-disclosure agreement with the REIT or any Subsidiary. Without limiting Section 9.4, the Borrower agrees that the terms of this Section 9.11 shall set forth the entire agreement between the Borrower and the
Administrative Agent and each Lender with respect to any confidential information previously or hereafter received by the Administrative Agent or such Lender in connection with this Agreement, and this Section 9.11 shall supersede any and all
prior confidentiality agreements entered into by the Administrative Agent or any Lender with respect to such confidential information. 

  
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 9.12. Nonreliance. Each Lender hereby represents that it is not relying on or looking to
any margin stock (as defined in Regulation U) for the repayment of the Credit Extensions provided for herein. 
 9.13. Disclosure.
The Borrower and each Lender hereby acknowledge and agree that U.S. Bank and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates. 

9.14. USA PATRIOT ACT NOTIFICATION. The following notification is provided to Borrower pursuant to Section 326 of the PATRIOT Act:

 Each Lender that is subject to the requirements of the PATRIOT Act hereby notifies the Borrower and each other Loan Party that pursuant to the
requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to
identify such Loan Party in accordance with the PATRIOT Act. 
 9.15. Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution
arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto 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. 


9.16. Joinder by the REIT. By its execution of this Agreement, the REIT agrees to comply with the covenants applicable to it as set
forth in this Agreement. 

  
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 ARTICLE X  

THE ADMINISTRATIVE AGENT 

10.1. Appointment; Nature of Relationship. U.S. Bank National Association is hereby appointed by each of the Lenders and each of the LC
Issuers as its contractual representative (herein referred to as the “Administrative Agent”) hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual
representative of such Lender or such LC Issuer with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in
this Article X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender or any LC Issuer by reason
of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders and the LC Issuers with only those duties as are expressly set forth in this Agreement and the other
Loan Documents. In its capacity as contractual representative of the Lenders and the LC Issuers, the Administrative Agent (a) does not hereby assume any fiduciary duties to any of the Lenders or the LC Issuers, (b) is acting as an
independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and each of the LC Issuers hereby agrees to assert no claim against the
Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender and each LC Issuer hereby waives. 

10.2. Powers. The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated
to the Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have no implied duties to the Lenders or the LC Issuers, or any obligation to the Lenders to
take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Administrative Agent. 
 10.3.
General Immunity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the LC Issuers, the Lenders or any Lender or LC Issuer for any action taken or omitted to be taken by
it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the
gross negligence or willful misconduct of such Person. 
 10.4. No Responsibility for Loans, Recitals, etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document
or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each
Lender or each LC Issuer; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Administrative Agent; (d) the existence or possible existence of any Default or Event
of Default; (e) the validity, enforceability, effectiveness, 

  
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sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien
in any collateral security; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower’s or any such guarantor’s respective Subsidiaries. 

10.5. Action on Instructions of Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining
from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or such greater number of Lenders which may be expressly required under this Agreement), and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the Lenders and the LC Issuers. The Lenders and the LC Issuers hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. The Administrative Agent shall be fully justified in failing or refusing to
take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take
any such action. 
 10.6. Employment of Administrative Agents and Counsel. The Administrative Agent may execute any of its duties as
Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders or the LC Issuers, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative
Agent and the Lenders and the LC Issuers and all matters pertaining to the Administrative Agent’s duties hereunder and under any other Loan Document. 

10.7. Reliance on Documents; Counsel. The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate,
affidavit, letter, telegram, facsimile, telex, electronic mail message, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and, in respect to legal matters, upon the
opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent. For purposes of determining compliance with the conditions specified in Sections 4.1 and 4.2, each Lender and each LC Issuer 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 or an LC
Issuer unless the Administrative Agent shall have received notice from such Lender or such LC Issuer prior to the applicable date specifying its objection thereto. 

10.8. Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative
Agent ratably in proportion to their respective Pro Rata Shares (determined without excluding the Defaulting Lenders) (a) for any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the
Borrower under the Loan Documents, (b) for any other expenses incurred by the 

  
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Administrative Agent on behalf of the Lenders and the LC Issuers, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without
limitation, for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or any LC Issuer or between two or more of the Lenders or the LC Issuers) and (c) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating
to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in
connection with any dispute between the Administrative Agent and any Lender or any LC Issuer or between two or more of the Lenders and the LC Issuers), or the enforcement of any of the terms of the Loan Documents or of any such other documents,
provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of the Administrative Agent and (ii) any indemnification required pursuant to Section 3.5(d) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the
provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement. 

10.9. Notice of Event of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default hereunder unless the Administrative Agent has received written notice from a Lender or the Borrower referring to this Agreement describing such Default or Event of Default and stating that such notice is a “notice of
default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders and the LC Issuers; provided that, except as expressly set forth in the Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. 
 10.10. Rights as a Lender. In the event the Administrative Agent is
a Lender or an LC Issuer, the Administrative Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Loans as any Lender or any LC Issuer and may exercise the same as though it
were not the Administrative Agent, and the term “LC Issuer” or “LC Issuers” shall, at any time when the Administrative Agent is an LC Issuer and the “Lender” or “Lenders” shall, at any time when the
Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any
kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby from
engaging with any other Person. 
 10.11. Lender Credit Decision, Legal Representation. 

  
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 (a) Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent, any Arranger or any other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. Except for any notice, report, document or other information expressly required to be furnished to
the Lenders by the Administrative Agent or the Arrangers hereunder, neither the Administrative Agent nor any Arranger shall have any duty or responsibility (either initially or on a continuing basis) to provide any Lender with any notice, report,
document, credit information or other information concerning the affairs, financial condition or business of the Borrower or any of its Affiliates that may come into the possession of the Administrative Agent or any Arranger (whether or not in their
respective capacity as Administrative Agent or Arranger) or any of their Affiliates. 
 (b) Each Lender further acknowledges that it has had
the opportunity to be represented by legal counsel in connection with its execution of this Agreement and the other Loan Documents, that it has made its own evaluation of all applicable laws and regulations relating to the transactions contemplated
hereby, and that the counsel to the Administrative Agent represents only the Administrative Agent and not the Lenders in connection with this Agreement and the transactions contemplated hereby. 

10.12. Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders
and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days after the retiring Administrative Agent gives notice of
its intention to resign. The Administrative Agent may be removed upon 30 days’ prior written notice from the Required Lenders and, provide no Default or Event of Default exists, the Borrower, if the Administrative Agent is found by a court of
competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties under the Loan Documents or if it constitutes a Defaulting Lender, such removal to be
effective on the date specified by the Required Lenders or the Borrower, as applicable. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, with the prior written consent of the Borrower (such consent not to
be unreasonably withheld or delayed; provided that such consent of the Borrower shall not be required if an Event of Default has occurred and is continuing) on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Required Lenders within fifteen (15) days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may
appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates
which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative
Agent hereunder and the Borrower 

  
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shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed
to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed
Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After
the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Article X shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it
was acting as the Administrative Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate
pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent. 

10.13. Administrative Agent and Arranger Fees. The REIT and the Borrower agree to pay to the Administrative Agent and each Arranger,
for their respective accounts, the fees agreed to by the REIT, the Borrower and the Administrative Agent or such Arranger pursuant to those certain letter agreements dated as of September 30, 2016 between the Borrower and (a) the
Administrative Agent, (b) Wells Fargo Securities, LLC, (c) Merrill Lynch, Pierce, Fenner & Smith Incorporated, together with its affiliates, and (d) PNC Capital Markets LLC (collectively, the “Fee Letters”), or as
otherwise agreed from time to time. 
 10.14. Delegation to Affiliates. The Borrower and the Lenders agree that the Administrative
Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to
the same benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent is entitled under Articles IX and X. 

10.15. [Reserved]. 

10.16. Guarantor Releases. The Lenders hereby empower and authorize the Administrative Agent to execute and deliver to the Borrower on
their behalf any agreements, documents or instruments as shall be necessary or appropriate to evidence or effect any releases of a Guarantor made in accordance with the Loan Documents or which shall otherwise have been approved by the Required
Lenders (or, if required by the terms of Section 8.3, all of the Lenders) in writing. In addition, the Lenders authorize the Administrative Agent to release any Guarantor from its obligations under the Loan Documents if such Person is no longer
required to be a Guarantor hereunder or if such Person is sold, transferred or assigned in accordance with and to the extent permitted by the terms of this Agreement. Upon the request of the Administrative Agent at any time, the Required Lenders
will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Loan Documents pursuant to 

  
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the foregoing. In each case as specified hereto, the Administrative Agent may (and each Lender hereby authorizes the Administrative Agent to), 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 a Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents. 

10.17. Co-Syndication Agents, etc. Neither any of the Lenders identified in this Agreement as a “co-agent” nor any of the
Co-Syndication Agents shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to
have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Administrative Agent in Section 10.11. 

10.18. 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), the Borrower acknowledges and agrees that: (a) (i) the arranging and other services regarding this Agreement provided by the Lenders are
arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has
deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) each of the Lenders is
and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other
Person and (ii) no Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) each of
the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender has any obligation to disclose any of such interests to the
Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby. 
 ARTICLE XI 

SETOFF; RATABLE PAYMENTS 

11.1. Setoff. Without limitation of, any rights of the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Event of Default occurs, Borrower authorizes each Lender to offset and apply all deposits, credits and deposit accounts (including all account balances, whether provisional or final and whether or not collected or available, but in
all events excluding amounts held in Customer Deposit Accounts) of the Borrower with such Lender or any Affiliate of such Lender (the “Deposits”) toward the payment of the Obligations owing to such Lender, whether or not the Obligations,
or any part thereof, shall then be due and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or 

  
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remedy available to such Lender or the Lenders; provided, that in the event that any Defaulting Lender shall exercise such right of setoff, (a) all amounts so set off shall be paid
over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 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 LC Issuer, and the Lenders, and (b) 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. 
 11.2. Ratable Payments. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Aggregate Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such
that all Lenders share in the benefits of such collateral or other protection ratably in proportion to their respective Pro Rata Shares of the Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made. 
 ARTICLE XII 

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 

12.1. Successors and Assigns. 

(a) The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lenders and their
respective successors and assigns permitted hereby, except that (i) the Borrower shall not have the right to assign its rights or obligations under the Loan Documents without the prior written consent of each Lender, and (ii) no Lender
shall have the right to assign its rights or obligations under the Loan Documents except (A) pursuant to an assignment made in compliance with Section 12.3, and (B) pursuant to a participation must be made in compliance with
Section 12.2. Any attempted assignment or transfer by any party not made in compliance with this Section 12.1 shall be null and void, unless such attempted assignment or transfer is treated as a participation in accordance with the terms
of this Agreement. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and this Section 12.1 does not prohibit assignments creating security interests, including,
without limitation, (A) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is a Fund, any pledge or assignment of all
or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor
Lender from its obligations hereunder, and no Person to whom such pledge or assignment is made shall have the right to become a Lender hereunder, unless and until the parties thereto have complied with the provisions of Section 12.3. The
Administrative Agent 

  
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may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided,
however, that the Administrative Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any
assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan. 

(b) Any Lender (each, a “Designating Lender”) may at any time while the Borrower has been assigned an investment grade Rating from
either S&P or Moody’s designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this Section 12.1, and the provisions of Sections 12.2 and 12.3 shall not apply to such
designation. No Lender may designate more than one Designated Lender. The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately
completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon
(i) if requested by such Designating Lender, the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the Designated Lender, (ii) from and after the effective date specified in the Designation Agreement,
the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.25 after the Borrower has accepted a Bid Rate Loan (or portion thereof) of the
Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to
repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the
Administrative Agent and the Lenders for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under
Section 10.8 and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the agent of the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender:
(A) receive any and all payments made for the benefit of the Designated Lender and (B) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and
amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be signed by the Designating Lender as agent for the Designated Lender and shall not be
signed by the Designated Lender on its own behalf and shall be binding on the Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon
without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating
Lender which originally 

  
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designated such Designated Lender. The Borrower, the Lenders and the Administrative Agent each hereby agrees that it will not institute against any Designated Lender or join any other Person in
instituting against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, until the later to occur of (x) one year and one day after the
payment in full of the latest maturing commercial paper note issued by such Designated Lender and (y) the Revolving Loan Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an
administrative fee for processing such designation in the amount of $1,000. 
 12.2. Participations. 

(a) Permitted Participants; Effect. Any Lender may at any time sell to one or more entities (“Participants”) participating
interests in any Outstanding Credit Exposure owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating
interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the
owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not
sold such participating interests, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. 

(b) Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of the Loan Documents provided that each such Lender may agree in its participation agreement with its Participant that such Lender will not vote to approve any amendment, modification or waiver with
respect to any Outstanding Credit Exposure or Commitment in which such Participant has an interest which would require consent of the applicable Lender pursuant to the terms of Section 8.3(a). 

(c) Benefit of Certain Provisions; Participant Register. The Borrower agrees that each Participant in respect of which the sale of such
interest to such Participant is made with the prior written consent of the Borrower (which consent shall expressly set forth such setoff rights) (an “Approved Participant”) shall have the right of setoff provided in Section 11.1 in
respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall
retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Approved Participant, and each Approved Participant, by exercising the
right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Approved Participant were
a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5, 9.6 and 9.10 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section


  
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12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2, 3.4, 9.6 or 9.10 than the Lender who sold the participating
interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower (which consent shall expressly set forth
such right to greater payment); and (ii) a Participant shall not be entitled to receive any greater payment under Section 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such
interest for its own account and (iii) in the case of Section 3.5, such Participant agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender (it being understood that the documentation required
under Section 3.5(f) shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in any Outstanding Credit Exposure, any Note, any Commitment or any 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 Outstanding Credit
Exposure, any Note, any Commitment or any other obligations under the Loan Documents) to any Person except to the extent that such disclosure is necessary to establish that such Outstanding Credit Exposure, any Note, any Commitment or any other
obligations under the Loan Documents 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. 
 12.3. Assignments. 

(a) Permitted Assignments. Any Lender may at any time assign to one or more Eligible Assignees (“Purchasers”) all or any part
of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit C or in such other form reasonably acceptable to the Administrative Agent as may be agreed to by the parties thereto. Each such
assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and applicable Loans of the assigning Lender or (unless each of the
Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than $10,000,000. The amount of the assignment shall be based on the Commitment or the Loans (if the applicable Commitment has been terminated) subject to
the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. 

(b) Consents. The consent of the Borrower shall be required prior to an assignment becoming effective unless the Purchaser is an
existing Lender, an Affiliate of a Lender or an Approved Fund, provided that the consent of the Borrower shall not be required if an Event of Default has occurred and is continuing; provided further that the Borrower shall be deemed to
have consented to any such assignment unless it shall object thereto by written notice 

  
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to the Administrative Agent within ten (10) Business Days after having received notice thereof. The consent of the Administrative Agent shall be required prior to an assignment becoming
effective. The consent of each of each LC Issuer and the Swing Line Lender shall be required prior to an assignment of a Revolving Commitment becoming effective. Any consent required under this Section 12.3(b) other than with respect to any LC
Issuer or the Swing Line Lender shall not be unreasonably withheld or delayed. 
 (c) Effect; Assignment Effective Date. Upon
(i) delivery to the Administrative Agent of an assignment, together with any consents required by Sections 12.3(a) and 12.3(b), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is
waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make
the purchase of the Commitment and Loans under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan
assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights
and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans assigned to such Purchaser without any further
consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but
shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 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 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(c), the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans
be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in
principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. 
 (d) Register. The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States of America, a copy of each Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender, and participations of each Lender in Facility LCs, 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 

  
 106 








 
inspection by the Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice. 

(e) Dissemination of Information. The Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person
acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession; provided that each Transferee and prospective Transferee
agrees to be bound by Section 9.11 of this Agreement. 
 ARTICLE XIII 

NOTICES 
 13.1.
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 paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by facsimile as follows: 
 (i) if to the Borrower, to it at c/o Extra Space
Storage, Inc., 2795 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, Attention: Scott Stubbs, Chief Financial Officer and Executive Vice President; 

(ii) if to the Administrative Agent, to it at U.S. Bank National Association, 170 South Main Street, Suite 600, Salt Lake City, UT 84101,
Attention: Michelle Pearce, Facsimile: 801-534-6122; 
 (iii) if to U.S. Bank in its capacity as an LC Issuer, to it at U.S. Bank National
Association, 170 South Main Street, Suite 600, Salt Lake City, UT 84101, Attention: Michelle Pearce, Facsimile: 801-534-6122; 
 (iv) if to
Wells Fargo Bank, National Association, in its capacity as an LC Issuer, to it at Wells Fargo Bank, 401 B Street, Suite 1100, San Diego, CA 92101, Attention: Dale Northup, Telephone: 619-699-3025, E-mail: Dale.a.northup@wellsfargo.com; 

(v) if to Bank of America, N.A. in its capacity as an LC Issuer, to it at Bank of America, N.A., 901 Main Street, 20th Floor, Dallas, TX 75202, Attention: Joanne Merrill, Facsimile: 214-209-1571; 
 (vi) if
to an LC Issuer (other than U.S. Bank) or a Lender, to it at its address (or facsimile number) of which notice has been provided to the Administrative Agent (it being understood that such Lenders’ Administrative Questionnaire shall constitute
such notice to the Administrative Agent) and the Borrower. 

  
 107 








 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to
have been given when received; notices 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 delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). 

(b) Electronic Communications. Notices and other communications to the Lenders and the LC Issuers hereunder may be delivered or
furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent or as otherwise determined by the Administrative Agent, provided that the foregoing shall
not apply to notices to any Lender or any LC Issuer pursuant to Article II if such Lender or such LC Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrower may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise
determines, provided that such determination or approval may be limited to particular notices or communications. 
 Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not given during the normal business hours of the recipient, such notice or communication
shall be deemed to have been given at the opening of business on the next Business Day for the recipient, 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. 

(c) Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder
by notice to the other parties hereto given in the manner set forth in this Section 13.1. 
 ARTICLE XIV  

COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION; 

ELECTRONIC RECORDS 

14.1. Counterparts; 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. Except as provided in Article IV, 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 which, when taken together, bear the signatures of each of the parties hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of 

  
 108 








 
this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. 

14.2. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of
like import in any assignment and assumption agreement shall be deemed to include electronic signatures 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, or any other state laws based
on the Uniform Electronic Transactions Act. 
 14.3. Electronic Records. The Borrower hereby acknowledges the receipt of a copy of
this Agreement and all other Loan Documents. The Administrative Agent, the Borrower and each Lender may create a microfilm or optical disk or other electronic image of this Agreement and any or all of the Loan Documents. The Borrower, the
Administrative Agent and each Lender may store the electronic image of this Agreement and Loan Documents in its electronic form and then destroy the paper original as part of the Borrower’s, the Administrative Agent’s and each
Lender’s normal business practices, with the electronic image deemed to be an original and of the same legal effect, validity and enforceability as the paper originals. The Administrative Agent and each Lender are authorized, when appropriate,
to convert any note into a “transferable record” under the Uniform Electronic Transactions Act. 
 ARTICLE XV 

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 

15.1. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A STATE OTHER THAN THE STATE OF NEW YORK) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS. 
 15.2. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER, THE ADMINISTRATIVE AGENT, EACH LC ISSUER AND EACH LENDER
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY 

  
 109 








 
LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER OR
ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

 15.3. WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, EACH LC ISSUER AND EACH LENDER HEREBY WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER. 
 Signature Pages Follow 

  
 110 








 IN WITNESS WHEREOF, the Borrower, the Lenders, the LC Issuer and the Administrative Agent have
executed this Agreement as of the date first above written. 
  

			
	 EXTRA SPACE STORAGE LP,
 as
the Borrower

	
	 By:            ESS Holdings Business Trust I

Its:             General
Partner

		
	By:	 	/s/ P. Scott Stubbs


 
			
	Name:	 	P. Scott Stubbs
	Title:	 	Trustee



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 U.S. BANK NATIONAL ASSOCIATION,

as a Lender, as LC Issuer and as Administrative       Agent

		
	By:	 	/s/ Michelle Pearce


 
			
	Name:	 	Michelle Pearce
	Title:	 	Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 WELLS FARGO BANK, NATIONAL       ASSOCIATION,

as a Lender and LC Issuer

		
	By:	 	/s/ Dale Northup


 
			
	Name:	 	Dale Northup
	Title:	 	Senior Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








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

		
	By:	 	/s/ Diana Parris


 
			
	Name:	 	Diana Parris
	Title:	 	Senior Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 PNC BANK, NATIONAL ASSOCIATION,

as a Lender

		
	By:	 	/s/ Tyler Lowry


 
			
	Name:	 	Tyler Lowry
	Title:	 	Senior Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 JPMORGAN CHASE BANK, N.A.,

as a Lender

		
	By:	 	/s/ Christian Lunt


 
			
	Name:	 	Christian Lunt
	Title:	 	Executive Director



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 CITIBANK, N.A.,
 as a
Lender

		
	By:	 	/s/ John C. Rowland


 
			
	Name:	 	John C. Rowland
	Title:	 	Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 TD BANK,
 as a
Lender

		
	By:	 	/s/ Benjamin J. Kruger


 
			
	Name:	 	Benjamin J. Kruger
	Title:	 	Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 COMPASS BANK,
 as a
Lender

		
	By:	 	/s/ Brian Tuerff


 
			
	Name:	 	Brian Tuerff
	Title:	 	Senior Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 BMO HARRIS BANK N.A.,
 as a
Lender

		
	By:	 	/s/ Kevin Fennell


 
			
	Name:	 	Kevin Fennell
	Title:	 	Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 BANK OF THE WEST,
 as a
Lender

		
	By:	 	/s/ Paula Toponce


 
			
	Name:	 	Paula Toponce
	Title:	 	Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 MORGAN STANLEY BANK N.A.,
 as
a Lender

		
	By:	 	/s/ Michael King


 
			
	Name:	 	Michael King
	Title:	 	Authorized Signatory



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 REGIONS BANK,
 as a
Lender

		
	By:	 	/s/ Paul E. Burgan


 
			
	Name:	 	Paul E. Burgan
	Title:	 	Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 ASSOCIATED BANK NATIONAL       ASSOCIATION,

as a Lender

		
	By:	 	/s/ Michael J. Sedivy


 
			
	Name:	 	Michael J. Sedivy
	Title:	 	Senior Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 
			
	 BARCLAYS BANK PLC,
 as a
Lender

		
	By:	 	/s/ Christopher Aitkin


 
			
	Name:	 	Christopher Aitkin
	Title:	 	Assistant Vice President



  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 Joinder by the REIT 

The undersigned, as the REIT under the foregoing Agreement, hereby joins in and executes this Agreement for the purposes set forth in
Section 9.16. 
  

			
	 EXTRA SPACE STORAGE INC.,
 as
the REIT

		
	By:	 	/s/ P. Scott Stubbs


 
			
	Name:	 	P. Scott Stubbs
	Title:	 	 Chief Financial Officer and Executive
 Vice
President




  
 Signature Page to

 Extra Space Storage LP 

Credit Agreement 








 PRICING SCHEDULE 
  

	I.	Leverage-Based Pricing 

 From the Effective Date until the Investment Grade Election,
the Applicable Margin shall be determined as set forth below. 
  

	 	A.	Revolving Loans 

  

							
	 Level
	  	 Consolidated

Leverage Ratio
	  	Applicable
Margin for
Eurodollar Rate
Loans	 	Applicable Margin
for Base Rate Loans
	 1
	  	< 45%	  	1.40%	 	0.40%
	 2
	  	3 45% but < 50%	  	1.55%	 	0.55%
	 3
	  	3 50% but < 55%	  	1.70%	 	0.70%
	 4
	  	3 55% but < 60%	  	2.00%	 	1.00%
	 5
	  	3 60%	  	2.30%	 	1.30%

  

	 	B.	Five-Year Term Loans 

  

							
	 Level
	  	 Consolidated

Leverage Ratio
	  	Applicable
Margin for
Eurodollar Rate
Loans	 	Applicable Margin
for Base Rate Loans
	 1
	  	< 45%	  	1.35%	 	0.35%
	 2
	  	3 45% but < 50%	  	1.45%	 	0.45%
	 3
	  	3 50% but < 55%	  	1.60%	 	0.60%
	 4
	  	3 55% but < 60%	  	1.90%	 	0.90%
	 5
	  	3 60%	  	2.20%	 	1.20%

  

	 	C.	Seven-Year Term Loans 

  

							
	 Level
	  	 Consolidated

Leverage Ratio
	  	Applicable
Margin for
Eurodollar Rate
Loans	 	Applicable Margin
for Base Rate Loans
	 1
	  	< 45%	  	1.70%	 	0.70%
	 2
	  	3 45% but < 50%	  	1.90%	 	0.90%
	 3
	  	3 50% but < 55%	  	2.05%	 	1.05%
	 4
	  	3 55% but < 60%	  	2.25%	 	1.25%
	 5
	  	3 60%	  	2.50%	 	1.50%

 For the purposes of Section I (Leverage-Based Pricing) of this Schedule, “Financials” means the
annual or quarterly financial statements of the Borrower delivered pursuant to Section 6.1(a) or (b). 







 Until the Investment Grade Election, the Applicable Margin shall be determined in accordance with
the foregoing table based on the Borrower’s Consolidated Leverage Ratio as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Margin shall be effective from and after the first Business Day immediately
following the date on which the delivery of such Financials is required until the first Business Day immediately following the next such date on which delivery of such Financials of the REIT and its Subsidiaries is so required. If the Borrower fails
to deliver the Financials to the Administrative Agent at the time required pursuant to Section 6.1, then the Applicable Margin shall be the highest Applicable Margin set forth in the foregoing table until five (5) days after such
Financials are so delivered. 
 Notwithstanding the foregoing, Level 1 shall be deemed to be applicable until the Administrative
Agent’s receipt of the applicable Financials for the Borrower’s first fiscal quarter ending after the Effective Date, and adjustments to the Level then in effect shall thereafter be effected in accordance with the preceding paragraph. 

 

	II.	Rating-Based Pricing 

 From and after the Investment Grade Election, the Applicable
Margin and the Applicable Fee Rate shall be determined as set forth below. 
  

	 	A.	Revolving Loans 

  

									
	 Level
	  	Rating	  	Applicable
Margin for
Eurodollar
Loans	 	Applicable
Margin for
Base Rate
Loans	 	Applicable
Fee Rate
	 1
	  	A- or higher/A3
 or higher
	  	0.85%	 	0.00%	 	0.125%
	 2
	  	BBB+/Baa1	  	0.90%	 	0.00%	 	0.150%
	 3
	  	BBB/Baa2	  	1.00%	 	0.00%	 	0.200%
	 4
	  	BBB-/Baa3	  	1.20%	 	0.20%	 	0.250%
	 5
	  	<BBB-/Baa3	  	1.55%	 	0.55%	 	0.300%

  

	 	B.	Five-Year Term Loans 

  

							
	 Level
	  	Rating	  	Applicable
Margin for
Eurodollar
Loans	 	Applicable
Margin for
Base Rate
Loans
	 1
	  	A- or higher/A3
 or higher
	  	0.90%	 	0.00%
	 2
	  	BBB+/Baa1	  	0.95%	 	0.00%
	 3
	  	BBB/Baa2	  	1.10%	 	0.10%
	 4
	  	BBB-/Baa3	  	1.35%	 	0.35%
	 5
	  	<BBB-/Baa3	  	1.75%	 	0.75%









	 	C.	Seven-Year Term Loans 

  

							
	 Level
	  	Rating	  	Applicable
Margin for
Eurodollar
Loans	 	Applicable
Margin for
Base Rate
Loans
	 1
	  	A- or higher/A3
 or higher
	  	1.50%	 	0.50%
	 2
	  	BBB+/Baa1	  	1.55%	 	0.55%
	 3
	  	BBB/Baa2	  	1.65%	 	0.65%
	 4
	  	BBB-/Baa3	  	1.90%	 	0.90%
	 5
	  	<BBB-/Baa3	  	2.45%	 	1.45%

 For the purposes of Section II (Rating-Based Pricing) of this Schedule, the following terms have the following
meanings, subject to the final two paragraphs of this Section II: 
 “Moody’s Rating” means, at any time, the rating issued
by Moody’s and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement. 

“Rating” means, as applicable, each of the Moody’s Rating, the S&P Rating and any other rating issued by another nationally
recognized ratings agency and then in effect with respect to the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement, as applicable. 

“S&P Rating” means, at any time, the rating issued by S&P and then in effect with respect to the Borrower’s senior
unsecured long-term debt securities without third-party credit enhancement. 
 The Applicable Margin and Applicable Fee Rate shall be
determined in accordance with the foregoing table based on the Borrower’s Level as determined from its then-current Ratings. The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on
such date. If the Ratings differ by one level, then the applicable level will be the higher Rating. If the Ratings differ by two or more levels, then the applicable level will be the level corresponding to the midpoint between the two Ratings
(unless there is no midpoint, in which case the applicable level will be one level below the level corresponding to the higher Rating). If the Borrower obtains debt ratings from a third nationally recognized ratings agency, the applicable level will
be the lower of the highest two ratings (provided that one of the two highest ratings must be from either S&P or Moody’s). If the Borrower does not maintain debt ratings from at least two nationally recognized rating agencies, Level
5 shall exist. Once the Borrower has made the Investment Grade Election, the Leverage-Based Pricing tables above shall cease to be available. 

Any change in the Borrower’s Rating which would cause it to move to a different level shall be effective as of the first Business Day
following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with the Loan Documents that the Borrower’s Rating has changed; provided, however, if the Borrower has not delivered such








 
required notice but the Administrative Agent becomes aware that the Borrower’s Rating has changed, then the Administrative Agent may, in its sole discretion, adjust the level effective as of
the first Business Day following the date upon which the Administrative Agent becomes aware that the Borrower’s Rating has changed. 







 SCHEDULE 1 

Commitments 
  

																	
	 Lender:
	  	 Revolving

Commitment:
	 	  	 Five-Year Term Loan
Commitment:
	 	  	 Seven-Year Term Loan
Commitment:
	 	  	 Total Commitment:
	 
	 U.S. Bank National Association
	  	$	45,000,000	  	  	$	40,000,000	  	  	$	45,000,000	  	  	$	130,000,000	  
	 Wells Fargo Bank, National Association
	  	$	45,000,000	  	  	$	40,000,000	  	  	$	45,000,000	  	  	$	130,000,000	  
	 Bank of America, N.A.
	  	$	45,000,000	  	  	$	60,000,000	  	  	$	0	  	  	$	105,000,000	  
	 PNC Bank, National Association
	  	$	40,000,000	  	  	$	35,000,000	  	  	$	45,000,000	  	  	$	120,000,000	  
	 JPMorgan Chase Bank, N.A.
	  	$	40,000,000	  	  	$	35,000,000	  	  	$	0	  	  	$	75,000,000	  
	 Citibank, N.A.
	  	$	40,000,000	  	  	$	35,000,000	  	  	$	0	  	  	$	75,000,000	  
	 TD Bank
	  	$	38,000,000	  	  	$	20,000,000	  	  	$	45,000,000	  	  	$	103,000,000	  
	 Compass Bank
	  	$	40,000,000	  	  	$	35,000,000	  	  	$	0	  	  	$	75,000,000	  
	 BMO Harris Bank, N.A.
	  	$	40,000,000	  	  	$	35,000,000	  	  	$	0	  	  	$	75,000,000	  
	 Bank of the West
	  	$	38,000,000	  	  	$	25,000,000	  	  	$	20,000,000	  	  	$	83,000,000	  
	 Morgan Stanley Bank, N.A.
	  	$	31,500,000	  	  	$	30,500,000	  	  	$	0	  	  	$	62,000,000	  
	 Regions Bank
	  	$	31,500,000	  	  	$	30,500,000	  	  	$	0	  	  	$	62,000,000	  
	 Associated Bank National Association
	  	$	10,000,000	  	  	$	0	  	  	$	20,000,000	  	  	$	30,000,000	  
	 Barclays Bank plc
	  	$	16,000,000	  	  	$	9,000,000	  	  	$	0	  	  	$	25,000,000	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total Commitments
	  	$	500,000,000	  	  	$	430,000,000	  	  	$	220,000,000	  	  	$	1,150,000,000	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 








 Schedule 4.1 

Payoff of Existing Facilities 
  

	1.	Unsecured credit facility evidenced by the Loan Agreement dated as of April 9, 2015 between Extra Space Properties 102 LLC and PNC Bank, National Association, as amended. 


	2.	Secured credit facility evidenced by the Amended and Restated Revolving Line of Credit Agreement dated April 29, 2011 among Extra Space Properties Seventy Two LLC, the lenders party thereto and TD Bank, NA as
administrative agent, as amended. 


	3.	Revolving line credit facility evidenced by the Revolving Line Credit Agreement dated September 29, 2014 between Extra Space Properties Thirty LLC and U.S. Bank National Association, as amended.



	4.	Revolving line credit facility evidenced by the Revolving Line of Credit Agreement dated November 16, 2010, between Extra Space Properties Seventy LLC and Compass Bank, as amended 








 Schedule 5.7 

Subsidiaries 
  

							
	 Entity Name
	  	Domestic
Jurisdiction	  	%	 
	 .Storage Domains LLC
	  	Utah	  	 	100	  
	 AG/BPG Cerritos RV, LLC
	  	Delaware	  	 	100	  
	 AMS IV Las Vegas Investments, LLC
	  	Delaware	  	 	100	  
	 ASSC HT LLC
	  	Ohio	  	 	100	  
	 ASSC MH LLC
	  	Ohio	  	 	100	  
	 ASSC WH LLC
	  	Ohio	  	 	100	  
	 ASSC WL LLC
	  	Ohio	  	 	100	  
	 Edgewater Reit Acquisition (MD) LLC
	  	Maryland	  	 	100	  
	 EP Rhino, LLC
	  	Delaware	  	 	100	  
	 ESM Reisnurance Limited
	  	Bermuda	  	 	100	  
	 ESP Maryland GP 1 LLC
	  	Delaware	  	 	100	  
	 ESP Maryland Two LLC
	  	Delaware	  	 	100	  
	 ESP Seven Subsidiary LLC
	  	Delaware	  	 	100	  
	 ESP Texas Eleven GP LLC
	  	Delaware	  	 	100	  
	 ESS Baltimore LLC
	  	Delaware	  	 	100	  
	 ESS Holdings Business Trust I
	  	Massachusetts	  	 	100	  
	 ESS Holdings Business Trust II
	  	Massachusetts	  	 	100	  
	 ESS HORNE STORAGE LLC
	  	Delaware	  	 	80	  
	 ESS of Plantation LLC
	  	Florida	  	 	100	  
	 ESS Prisa III LLC
	  	Delaware	  	 	100	  
	 ESS PRISA III Owner LLC
	  	Delaware	  	 	100	  
	 ESS Properties 114 LLC
	  	Delaware	  	 	100	  
	 ESS Properties 116 LLC
	  	Delaware	  	 	100	  
	 ESS Statutory Trust I
	  	Delaware	  	 	100	  
	 ESS Statutory Trust II
	  	Delaware	  	 	100	  
	 ESS Statutory Trust III
	  	Delaware	  	 	100	  
	 ESS Storage Houston Bellfort LLC
	  	Texas	  	 	80	  
	 ESS Storage San Antonio LLC
	  	Texas	  	 	80	  
	 ESS SUSA Holdings LLC
	  	Delaware	  	 	100	  
	 ESS U-Storage Investment LLC
	  	Delaware	  	 	100	  
	 Extra Space Development LLC
	  	Utah	  	 	100	  
	 Extra Space East One LLC
	  	Delaware	  	 	100	  
	 Extra Space Management, Inc.
	  	Utah	  	 	100	  
	 Extra Space of Annapolis LLC
	  	Delaware	  	 	100	  
	 Extra Space of Annapolis Member LLC
	  	Delaware	  	 	100	  
	 Extra Space of Arlington LLC
	  	Virginia	  	 	100	  
	 Extra Space of Austin Bluffs LLC
	  	Delaware	  	 	100	  
	 EXTRA SPACE OF AUSTIN LAMAR BLVD LLC
	  	Delaware	  	 	100	  









							
	 EXTRA SPACE OF AUSTIN LAMAR BLVD MEMBER LLC
	  	Delaware	  	 	100	  
	 Extra Space of Avenel LLC
	  	New Jersey	  	 	100	  
	 Extra Space of Bensalem LLC
	  	Pennsylvania	  	 	100	  
	 Extra Space of Berkeley LLC
	  	Delaware	  	 	100	  
	 Extra Space of Bluegrass, LLC
	  	Kentucky	  	 	100	  
	 Extra Space of Brooklyn 14th Street LLC
	  	New York	  	 	100	  
	 Extra Space of Cambridge LLC
	  	Massachusetts	  	 	100	  
	 Extra Space of Capitol Heights LLC
	  	Maryland	  	 	100	  
	 Extra Space of Castle Rock LLC
	  	Delaware	  	 	100	  
	 Extra Space of Castro Valley LLC
	  	Delaware	  	 	100	  
	 Extra Space of Central Valley LLC
	  	Delaware	  	 	100	  
	 Extra Space of Clarendon LLC
	  	Virginia	  	 	100	  
	 Extra Space of Cockeysville LLC
	  	Maryland	  	 	100	  
	 Extra Space of Coconut Point LLC
	  	Florida	  	 	100	  
	 Extra Space of Dixie Highway LLC
	  	Delaware	  	 	100	  
	 Extra Space of Doylestown LLC
	  	Delaware	  	 	100	  
	 Extra Space of Eastern Avenue LLC
	  	Maryland	  	 	100	  
	 Extra Space of Edgewood LLC
	  	Maryland	  	 	100	  
	 Extra Space of Edgewood Pulaski Hwy LLC
	  	Maryland	  	 	100	  
	 Extra Space of Freeport LLC
	  	Delaware	  	 	100	  
	 Extra Space of FT Washington LLC
	  	Delaware	  	 	100	  
	 Extra Space of FT Washington Member LLC
	  	Delaware	  	 	100	  
	 Extra Space of Glen Burnie LLC
	  	Maryland	  	 	100	  
	 Extra Space of Hanover New Ridge Road LLC
	  	Maryland	  	 	100	  
	 Extra Space of Hollis Street LLC
	  	California	  	 	100	  
	 Extra Space of Honolulu Ahua Street LLC
	  	Hawaii	  	 	100	  
	 Extra Space of Honolulu Keahole Street LLC
	  	Hawaii	  	 	100	  
	 Extra Space of Honolulu King Street LLC
	  	Hawaii	  	 	100	  
	 Extra Space of Howard Street-Baltimore LLC
	  	Maryland	  	 	100	  
	 Extra Space of Howard Street-Baltimore Member LLC
	  	Delaware	  	 	100	  
	 Extra Space of Kapolei Farrington Hwy LLC
	  	Hawaii	  	 	100	  
	 Extra Space of Kapolei LLC
	  	Delaware	  	 	100	  
	 Extra Space of Knights Road LLC
	  	Pennsylvania	  	 	100	  
	 Extra Space of Lanham LLC
	  	Maryland	  	 	100	  
	 Extra Space of Laurel Heights LLC
	  	Maryland	  	 	100	  
	 Extra Space of Lomita Boulevard LLC
	  	California	  	 	100	  
	 EXTRA SPACE OF LOS ANGELES SLAUSON AVE LLC
	  	Delaware	  	 	100	  
	 Extra Space of Massachusetts Three LLC
	  	Utah	  	 	100	  
	 Extra Space of Metuchen, LLC
	  	New Jersey	  	 	100	  
	 Extra Space of Morrisville LP
	  	Pennsylvania	  	 	100	  
	 Extra Space of Nanuet Two LLC
	  	New York	  	 	100	  
	 Extra Space of New Jersey LLC
	  	New Jersey	  	 	100	  
	 Extra Space of North Hollywood Coldwater Canyon LLC
	  	Delaware	  	 	100	  









							
	 Extra Space of Ogden Avenue, LLC
	  	Illinois	  	 	100	  
	 Extra Space of Pasadena LLC
	  	Maryland	  	 	100	  
	 Extra Space of Pasadena Smallwood Road, LLC
	  	Maryland	  	 	100	  
	 Extra Space of Pennsylvania LLC
	  	Utah	  	 	100	  
	 Extra Space of Pennsylvania Two LLC
	  	Utah	  	 	100	  
	 Extra Space of Pico Rivera LLC
	  	California	  	 	100	  
	 Extra Space of Randallstown LLC
	  	Maryland	  	 	100	  
	 Extra Space of Renard Court, LLC
	  	Delaware	  	 	100	  
	 Extra Space of Richmond Meeker Ave LLC
	  	Delaware	  	 	100	  
	 Extra Space of Rockville LLC
	  	Delaware	  	 	100	  
	 Extra Space of San Leandro LLC
	  	Delaware	  	 	100	  
	 Extra Space of San Pablo LLC
	  	Delaware	  	 	100	  
	 Extra Space of Sandy Springs LLC
	  	Georgia	  	 	100	  
	 Extra Space of Sheridan Avenue LLC
	  	Colorado	  	 	100	  
	 Extra Space of Simi Valley Two LLC
	  	California	  	 	100	  
	 Extra Space of Somerville LLC
	  	Massachusetts	  	 	100	  
	 Extra Space of Stony Island Avenue LLC
	  	Illinois	  	 	100	  
	 EXTRA SPACE OF SUNLAND FOOTHILL BLVD LLC
	  	Delaware	  	 	100	  
	 Extra Space of Tacoma LLC
	  	Washington	  	 	100	  
	 Extra Space of Texas Eleven LP
	  	Texas	  	 	100	  
	 Extra Space of Union LLC
	  	New Jersey	  	 	100	  
	 Extra Space of Van Nuys Raymer LLC
	  	Delaware	  	 	100	  
	 Extra Space of Wahiawa LLC
	  	Hawaii	  	 	100	  
	 Extra Space of Washington DC Blair Road LLC
	  	Delaware	  	 	100	  
	 Extra Space of Whittier LLC
	  	California	  	 	100	  
	 Extra Space of Woburn LLC
	  	Massachusetts	  	 	100	  
	 EXTRA SPACE PROPERTIES 100 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 101 LLC
	  	Delaware	  	 	100	  
	 EXTRA SPACE PROPERTIES 102 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 103 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 104 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 105 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 106 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 107 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 108 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 109 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 110 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 111 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 112 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 113 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 120 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 121 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 122 LLC
	  	Delaware	  	 	100	  









							
	 Extra Space Properties 123 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 124 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 125 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 126 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 127 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties 128 LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Eight LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Eighteen LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Eighty Eight LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Eighty Five LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Eighty Four LLC
	  	Maryland	  	 	100	  
	 Extra Space Properties Eighty LLC
	  	Delaware	  	 	100	  
	 EXTRA SPACE PROPERTIES EIGHTY NINE LLC
	  	Florida	  	 	100	  
	 Extra Space Properties Eighty One LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Eighty Seven LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Eighty Six LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Eighty Three LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Eighty Two LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Fifty Eight LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Fifty Five LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Fifty One LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Fifty Seven LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Fifty Three LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Fifty Two LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Five LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Forty Five LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Forty LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Forty Nine LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Forty One LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Forty Seven LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Forty Three LLC
	  	Texas	  	 	100	  
	 Extra Space Properties Fourteen LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Nineteen LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ninety Eight LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ninety Five LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ninety Four GP LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ninety Four LP
	  	Pennsylvania	  	 	100	  
	 Extra Space Properties Ninety LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ninety Nine LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ninety One LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ninety Seven LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ninety Six LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ninety Three LLC
	  	Delaware	  	 	100	  









							
	 Extra Space Properties Ninety Two LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties One LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Seven L.P.
	  	Utah	  	 	100	  
	 Extra Space Properties Seventy Eight LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Seventy Four LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Seventy LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Seventy One LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Seventy Seven LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Seventy Six LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Seventy Three LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Seventy Two LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Sixteen LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Sixty Five LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Sixty Four LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Sixty One LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Sixty Three LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Sixty Two LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Ten LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Thirty Four LLC
	  	New York	  	 	100	  
	 Extra Space Properties Thirty LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Thirty One LLC
	  	California	  	 	100	  
	 Extra Space Properties Twenty Eight LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Twenty Five LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Twenty Four LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Twenty Seven LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Twenty Six LLC
	  	Delaware	  	 	100	  
	 Extra Space Properties Two LLC
	  	Delaware	  	 	100	  
	 Extra Space Storage LLC
	  	Delaware	  	 	100	  
	 Extra Space Storage LP
	  	Delaware	  	 	100	  
	 Extra Space Storage, Inc.
	  	Maryland	  	 	100	  
	 Extra Space V LLC
	  	Delaware	  	 	100	  
	 HSRE-ESP I LLC
	  	Delaware	  	 	100	  
	 HSRE-ESP TRS I, LLC
	  	Delaware	  	 	100	  
	 Madison County Self Storage, LLC
	  	Delaware	  	 	100	  
	 Parklawn Storage Partners, L.P.
	  	Tennessee	  	 	100	  
	 Self Storage Company LLC
	  	Utah	  	 	100	  
	 Self Storage Reit II, LLC
	  	Delaware	  	 	100	  
	 Self Storage Reit, LLC
	  	Delaware	  	 	100	  
	 SmartStop Self Storage TRS, Inc.
	  	Delaware	  	 	100	  
	 SmartStop Self Storage, L.P.
	  	Delaware	  	 	100	  
	 Southwest Colonial, LLC
	  	Delaware	  	 	100	  
	 Spacesavers, LLC
	  	Delaware	  	 	100	  
	 SS Growth Operating Partnership, L.P.
	  	Delaware	  	 	100	  









							
	 SSTI 1000 E 95TH ST, LLC
	  	Delaware	  	 	100	  
	 SSTI 10490 Colonel CT, LLC
	  	Delaware	  	 	100	  
	 SSTI 1117 Bowman RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 1120 S Las Vegas Blvd, LLC
	  	Delaware	  	 	100	  
	 SSTI 120 Northpoint Dr, LLC
	  	Delaware	  	 	100	  
	 SSTI 15 LANDINGS DR, LLC
	  	Delaware	  	 	100	  
	 SSTI 1533 Ashley River RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 1625 West Chandler BLVD, LLC
	  	Delaware	  	 	100	  
	 SSTI 1742 Pass Rd, LLC
	  	Delaware	  	 	100	  
	 SSTI 1990 NW Federal Hwy 1, LLC
	  	Delaware	  	 	100	  
	 SSTI 201 Fulton CT, LLC
	  	Delaware	  	 	100	  
	 SSTI 2016 LEBANON RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 2025 N Rancho Dr, LLC
	  	Delaware	  	 	100	  
	 SSTI 2244 S Western AVE, LLC
	  	Delaware	  	 	100	  
	 SSTI 2300 GRANT AVE, LLC
	  	Delaware	  	 	100	  
	 SSTI 2343 Savannah HWY, LLC
	  	Delaware	  	 	100	  
	 SSTI 2526 Ritchie ST, LLC
	  	Delaware	  	 	100	  
	 SSTI 2619 Austell RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 2727 MISSOURI AVE, LLC
	  	Delaware	  	 	100	  
	 SSTI 281 Richwood RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 298 Red Cedar ST, LLC
	  	Delaware	  	 	100	  
	 SSTI 30 Terrace RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 3015 Ricks Industrial Park DR, LLC
	  	Delaware	  	 	100	  
	 SSTI 3155 W ANN RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 3803 S Priest Dr, LLC
	  	Delaware	  	 	100	  
	 SSTI 4257 Buford DR, LLC
	  	Delaware	  	 	100	  
	 SSTI 4435 Skippack PIKE, LLC
	  	Delaware	  	 	100	  
	 SSTI 4761 GULF BREEZE PKWY, LLC
	  	Delaware	  	 	100	  
	 SSTI 4770 S Pecos Ave, LLC
	  	Delaware	  	 	100	  
	 SSTI 512 Percival RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 5219 Plank RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 550 MAIN ST, LLC
	  	Delaware	  	 	100	  
	 SSTI 5525 W ROOSEVELT RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 5550 Timuquana RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 5701 W OGDEN AVE, LLC
	  	Delaware	  	 	100	  
	 SSTI 5970 Centennial CIR, LLC
	  	Delaware	  	 	100	  
	 SSTI 6010 Monticello Dr, LLC
	  	Delaware	  	 	100	  
	 SSTI 6047 WOODROW BEAN DR, LLC
	  	Delaware	  	 	100	  
	 SSTI 6195 South Kanner HWY, LLC
	  	Delaware	  	 	100	  
	 SSTI 69 MALLORY AVE, LLC
	  	Delaware	  	 	100	  
	 SSTI 75 Brookline RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 782 King George BLVD, LLC
	  	Delaware	  	 	100	  
	 SSTI 815 LaSalle AVE, LLC
	  	Delaware	  	 	100	  









							
	 SSTI 8337 Tara BLVD, LLC
	  	Delaware	  	 	100	  
	 SSTI 890 St. Peters Church Rd, LLC
	  	Delaware	  	 	100	  
	 SSTI 9252 E GUADALUPE RD, LLC
	  	Delaware	  	 	100	  
	 SSTI 99 2nd AVE, LLC
	  	Delaware	  	 	100	  
	 SSTI Acquisitions, LLC
	  	Delaware	  	 	100	  
	 SSTI Evergreen Portfolio Acquisitions, LLC
	  	Delaware	  	 	100	  
	 SSTI Preferred Investor, LLC
	  	Delaware	  	 	100	  
	 Storage Acquisition Framingham Concord Street, L.L.C.
	  	Delaware	  	 	100	  
	 Storage Acquisition Nashua Chestnut Street, LLC
	  	Delaware	  	 	100	  
	 Storage Advantage, LLC
	  	Delaware	  	 	100	  
	 Storage Associates Holdco LLC
	  	Delaware	  	 	100	  
	 Storage Associates Malcolm LLC
	  	Delaware	  	 	100	  
	 Storage Portfolio Bravo II LLC
	  	Delaware	  	 	100	  
	 Storage USA Franchise LLC
	  	Tennessee	  	 	100	  
	 Storage USA, L.L.C.
	  	Delaware	  	 	100	  
	 Strategic Storage Opportunities, LLC
	  	Delaware	  	 	100	  
	 Strategic Storage Property Management, LLC
	  	Delaware	  	 	100	  
	 Sunrise – SPC, LLC
	  	California	  	 	100	  
	 SUSA Holdings LP
	  	Tennessee	  	 	100	  
	 SUSA Member Bravo II LLC
	  	Delaware	  	 	100	  
	 SUSA MT. VERNON, LLC
	  	New York	  	 	100	  
	 SUSA Subsidiary LLC
	  	Delaware	  	 	100	  
	 SUSA – TN, LLC
	  	Tennessee	  	 	100	  
	 T.O. Blvd. Storage Partners, LLC
	  	California	  	 	100	  
	 U Lock, LLC
	  	Delaware	  	 	100	  
	 USA Bay Area Self Storage GP, LLC
	  	Texas	  	 	100	  
	 USA Bay Area Self Storage LP
	  	Texas	  	 	100	  
	 USA Charleston LV Self Storage, LLC
	  	Delaware	  	 	100	  
	 USA Durango LV Self Storage, LLC
	  	Delaware	  	 	100	  
	 USA Greenville SC Self Storage GP, LLC
	  	South Carolina	  	 	100	  
	 USA Greenville SC Self Storage, LP
	  	South Carolina	  	 	100	  
	 USA Hollywood Self Storage, LLC
	  	Tennessee	  	 	100	  
	 USA Self Storage I, LLC
	  	Delaware	  	 	100	  
	 USA Self Storage Operating Partnership, LP
	  	Maryland	  	 	100	  
	 USA Senate Avenue Self Storage, LLC
	  	Delaware	  	 	100	  
	 USA SF Self Storage, LLC
	  	Delaware	  	 	100	  
	 USA SS REIT II Operating Partnership L.P.
	  	Delaware	  	 	100	  








 Schedule 5.12 

Certain Permitted Liens 

None. 







 Schedule 6.12 

Investments 
 None. 







 SCHEDULE A 

Additional Eligible Ground Leases 
 601
Cedar Street, Berkeley, California (Site #1371) 







 EXHIBIT A 

INTENTIONALLY OMITTED 

  
 EXH. A-1 








 EXHIBIT B 

FORM OF COMPLIANCE CERTIFICATE 
  

	To:	The Lenders parties to the 

 Credit Agreement Described Below 

This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of October 14, 2016 (as amended, modified,
renewed or extended from time to time, the “Agreement”) among Extra Space Storage LP (the “Borrower”), Extra Space Storage Inc., the lenders party thereto and U.S. Bank National Association, as Administrative Agent for the
Lenders and as an LC Issuer. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. 

THE UNDERSIGNED HEREBY CERTIFIES THAT: 

1. I am an Authorized Signatory with respect to the Borrower; 

2. I have reviewed the terms of the Agreement and I have examined (or caused to be examined) the books and records of the REIT and the
Borrower and conducted (or caused to be conducted) such other examinations and investigations as are reasonably necessary to provide this Compliance Certificate; 

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which
constitutes a Default or Event of Default as of the date of this Certificate, except as set forth below; and 
 4. Schedule I attached
hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct. 

5. Schedule II attached hereto sets forth the determination of the interest rates to be paid for Advances, the LC Fee rates, and the unused
fee, facility fee, and Ticking Fee rates commencing on the first day of the first fiscal month immediately following the date on which delivery hereof is required pursuant to Section 6.1(c) of the Agreement. 

6. Schedule III attached hereto sets forth a list of all Eligible Properties (and the NOI attributable to each such Eligible Property),
Development Properties and Lease Up Properties as of the last day of the reporting period covered by this Certificate. 
 7. Schedule IV
attached hereto sets forth a list of all Guarantors added or released since the date of the prior compliance certificate. 

  
 EXH. B-1 








 Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of
the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: 

 

	
	  

	
	  

	
	  

	
	  


 The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial
statements delivered with this Certificate in support hereof, are made and delivered this      day of                     ,
20    . 
  

			
	NAME OF AN AUTHORIZED SIGNATORY WITH RESPECT TO THE BORROWER
		
	By:	 	 
	Name:	 	
	Title:	 	



  
 EXH. B-2 








 SCHEDULE I TO COMPLIANCE CERTIFICATE 

Compliance as of                     ,
20     with 
 Provisions of Section 6.16 of 

the Agreement 
 insert relevant
calculations 







 SCHEDULE II TO COMPLIANCE CERTIFICATE 

Borrower’s Applicable Margin Calculation 







 SCHEDULE III TO COMPLIANCE CERTIFICATE 

Eligible Properties, Development Properties and Lease Up Properties 







 SCHEDULE IV TO COMPLIANCE CERTIFICATE 

Guarantors Added or Released 







 EXHIBIT C 

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT 

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between Insert name of Assignor (the “Assignor”) and Insert name of Assignee (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement
identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor
hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below, all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit, guaranties and swing line
loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in
equity), suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person whether known or unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby, in each case to the extent related to the amount and percentage interest identified below) (the “Assigned Interest”). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 
  

					
	1.	  	Assignor:	  	
			
	2.	  	Assignee:	  	                                      
   and is an Affiliate/ Approved Fund of identify Lender1
			
	3.	  	Borrower(s):	  	Extra Space Storage LP

  

	1 	Select as applicable. 


  
 EXH. C-1 









					
	4.	  	 Administrative
 Agent:
	  	 U.S. Bank National Association, as the agent under the Credit

Agreement.

			
	5.	  	Credit Agreement:	  	The $1,150,000,000 Credit Agreement dated as of October 14, 2016 among Extra Space Storage LP, Extra Space Storage Inc., the Lenders party thereto, U.S. Bank National Association, as Administrative Agent, and the other agents party
thereto.
			
	6.	  	Assigned Interest:	  	

  

											
	Facility Assigned	  	Aggregate Amount of
Commitment/Loans
for all Lenders2	 	  	Amount of
Commitment/Loans
Assigned3	 	  	Percentage Assigned
of
Commitment/Loans4
				
	 __________5
	  	$	                    	  	  	$	                    	  	  	            %
				
	 __________
	  	$	                    	  	  	$	                    	  	  	            %
				
		  	$	                    	  	  	$	                    	  	  	            %

  

			
	7.	  	Trade Date:                    6

 Effective Date:
                    , 20     TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION
OF TRANSFER BY THE ADMINISTRATIVE AGENT. 
  

	2 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 


	3 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 


	4 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


	5 	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term Loan Commitment,”, etc.).



	6 	Insert if satisfaction of minimum amounts is to be determined as of the Trade Date. 


  
 EXH. C-2 








 The Assignee, if not already a Lender, agrees to deliver to the Administrative
Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower or its securities) will be made
available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	 ASSIGNOR
 NAME OF
ASSIGNOR

		
	By:	 	 
		 	Title:


  

			
	 ASSIGNEE
 NAME OF
ASSIGNEE

		
	By:	 	 
		 	Title:


  

			
	 Consented to and7 Accepted:

 
 U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent

		
	By:	 	 
	Title:	 	

  

			
	 Consented to:8

 
 NAME OF RELEVANT PARTY

		
	By:	 	 
	Title:	 	

  

	7 	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 


	8 	To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, LC Issuer) is required by the terms of the Credit Agreement. 


  
 EXH. C-3 








 ANNEX 1 

TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 

1.1 Assignor. The Assignor represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (a) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Loan Document, (b) the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority, collectibility, or value of the Loan Documents or any collateral thereunder, (c) the
financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (d) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Documents, (e) inspecting any of the Property, books or records of the Borrower, or any guarantor, or (f) any mistake, error of judgment, or action taken or omitted to be taken
in connection with the Loans or the Loan Documents. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies
the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder, (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in the
Administrative Questionnaire delivered by Assignee to Administrative Agent, (iv) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as
defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses
(including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment and
Assumption, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) attached as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by the Assignee pursuant to the terms of the Credit Agreement, duly completed and executed
by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative 







 
Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2. Payments. The Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. From
and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, Reimbursement Obligations, fees and other amounts) to the Assignor for amounts which have
accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. 
 3.
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of
counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment
and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 







 EXHIBIT D-1 

FORM OF BORROWING NOTICE 
 TO: U.S. Bank
National Association, as administrative agent (the “Administrative Agent”) under that certain Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of
October 14, 2016 among Extra Space Storage LP (the “Borrower”), Extra Space Storage Inc., the financial institutions party thereto, as lenders (the “Lenders”), and the Administrative Agent. 

Capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement. 

The undersigned Borrower hereby gives to the Administrative Agent a request for borrowing pursuant to Section 2.8 of the Credit
Agreement, and the Borrower hereby requests to borrow on                     , 20         (the
“Borrowing Date”): 
 (a) from the Lenders, on a pro rata basis, an aggregate principal amount of
$         in Revolving Five-Year Term Seven-Year Term Loans as: 
 1. ☐ a Base
Rate Advance (in Dollars) 
 2. ☐ a Eurodollar Advance (in Dollars) with the following characteristics: 

Interest Period of          month(s) 

(b) from the Swing Line Lender, a Swing Line Loan (in Dollars) of $         bearing interest at
the Base Rate. 
 The undersigned hereby certifies to the Administrative Agent and the Lenders that (i) the representations and
warranties contained in Article V of the Credit Agreement are (a) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the date hereof, except to the extent any such
representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (b) with respect to any representations
or warranties that do not contain a materiality qualifier, true and correct in all material respects as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct in all material respects on and as of such earlier date; (ii) at the time of and immediately after giving effect to such Advance, no Default or Event of Default shall have occurred and
be continuing; and (iii) all other relevant conditions set forth in Section 4.2 of the Credit Agreement have been satisfied. 

  
 EXH. D-1-1 








 IN WITNESS WHEREOF, the undersigned has caused this Borrowing Notice to be executed by its
authorized officer as of the date set forth below. 
 Dated:
                    , 20         

 

			
	 EXTRA SPACE STORAGE LP,
 as
the Borrower

		
	By:	 	 
	Name:	 	
	Title:	 	



  
 EXH. D-1-2 








 EXHIBIT D-2 

FORM OF CONVERSION/CONTINUATION NOTICE9 

TO: U.S. Bank National Association, as administrative agent (the “Administrative Agent”) under that certain Credit Agreement (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of October 14, 2016 among Extra Space Storage LP (the “Borrower”), Extra Space Storage Inc., the financial institutions party thereto,
as lenders (the “Lenders”), and the Administrative Agent. 
 Capitalized terms used herein shall have the meanings ascribed to
such terms in the Credit Agreement. 
 Pursuant to Section 2.9 of the Credit Agreement, the undersigned Borrower hereby requests to continue
convert the interest rate on a portion of its Revolving Five-Year Term Seven-Year Term Loan in the outstanding principal amount of $         on
                    , 20         as follows: 

☐ to convert such Eurodollar Advance to a Base Rate Advance of the same type as of the last day of the current Interest Period for such
Eurodollar Advance. 
 ☐ to convert such Base Rate Advance to a Eurodollar Advance of the same type with an Interest Period of
             month(s). 
 ☐ to continue such Eurodollar Advance on the
last day of its current Interest Period as a Eurodollar Advance of the same type with an Interest Period of              month(s). 

The undersigned hereby certifies to the Administrative Agent and the Lenders that no Default or Event of Default shall have occurred and be
continuing or would occur as a result of the continuation conversion contemplated hereby. 
  

 

	9 	Such Conversion/Continuation Notice to be delivered not later than 11:00 a.m. (Chicago time) at least two (2) Business Days prior to the date of the requested conversion or continuation. 


  
 EXH. D-2-1 








 IN WITNESS WHEREOF, the undersigned has caused this Conversion/Continuation Notice to be executed
on its behalf by its authorized officer as of the date set forth below. 
 Dated:
                    , 20         

 

			
	 EXTRA SPACE STORAGE LP,
 as
the Borrower

		
	By:	 	 
	Name:	 	
	Title:	 	



  
 EXH. D-2-1 








 EXHIBIT D-3 

FORM OF PAYMENT NOTICE10 

TO: U.S. Bank National Association, as administrative agent (the “Administrative Agent”) under that certain Credit Agreement (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of October 14, 2016 among Extra Space Storage LP (the “Borrower”), Extra Space Storage Inc., the financial institutions party thereto,
as lenders (the “Lenders”), and the Administrative Agent. 
 Capitalized terms used herein shall have the meanings ascribed to
such terms in the Credit Agreement. 
 Pursuant to Section 2.7 of the Credit Agreement, the undersigned Borrower hereby notifies the
Administrative Agent of its intent to make a terminate permanently reduce the Aggregate Revolving Commitments of the Revolving Lenders in the amount of $        11 on                     , 20        . Such
proposed termination is being made in connection with the consummation of insert description of other transaction, and, as such, such termination is contingent on the closing of such other transaction. 

 

	10 	Such Payment Notice to be delivered not later than 2:00 p.m. (Chicago time) five (5) Business Days prior to any permanent reduction in the Aggregate Revolving Commitment of the Revolving Lenders. 



	11 	Reductions to be made in a minimum aggregate amount of $10,000,000 and incremental amounts in integral multiples of $1,000,000. 


  
 EXH. D-3-1 








 IN WITNESS WHEREOF, the undersigned has caused this Payment Notice to be executed on its behalf
by its authorized officer as of the date set forth below. 
 Dated:
                    , 20         

 

			
	 EXTRA SPACE STORAGE LP,
 as
the Borrower

		
	By:	 	 
	Name:	 	
	Title:	 	



  
 EXH. D-3-2 








 EXHIBIT E-1 

FORM OF REVOLVING NOTE 

October 14, 2016 
 Extra
Space Storage LP, a Delaware limited partnership (the “Borrower”), promises to pay to                      or its registered assigns (the
“Lender”) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to Section 2.1(a) of the Agreement (as hereinafter defined), in immediately available funds at the applicable office of
U.S. Bank National Association, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest
on the Revolving Loans in full on the Revolving Loan Termination Date. 
 The Lender shall, and is hereby authorized to, record on the
schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Revolving Loan and the date and amount of each principal payment hereunder. 

This Revolving Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of
October 14, 2016 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, Extra Space Storage Inc., the lenders party thereto, including the Lender, the LC Issuer
and U.S. Bank National Association, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Revolving Note, including the terms and conditions under which this Revolving Note
may be prepaid or its maturity date accelerated. This Revolving Note is guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof.
Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. 
 The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of protest and notice of dishonor. 
 THE VALIDITY,
CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A STATE OTHER THAN THE
STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. 
  

			
	EXTRA SPACE STORAGE LP,
		
	By:	 	 
	Name:	 	
	Title:	 	



  
 EXH. E-1-1 








 SCHEDULE OF REVOLVING LOANS AND PAYMENTS OF PRINCIPAL 

TO 
 REVOLVING NOTE OF
                    , 
 DATED
OCTOBER 14, 2016 
  

											
	 Date
	  	 Principal Amount of
Revolving

Loan
	  	 Type of Revolving
Loan
	  	 Maturity of Interest
Period
	  	 Principal

Amount

Paid
	  	 Unpaid

Balance



  
 EXH. E-1-2 








 EXHIBIT E-2 

FORM OF FIVE-YEAR TERM LOAN NOTE 

October 14, 2016 
 Extra
Space Storage LP, a Delaware limited partnership (the “Borrower”), promises to pay to                      or its registered assigns (the
“Lender”) the aggregate unpaid principal amount of all Five-Year Term Loans made by the Lender to the Borrower pursuant to Section 2.1(b) of the Agreement (as hereinafter defined), in immediately available funds at the applicable
office of U.S. Bank National Association, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid
interest on the Five-Year Term Loans in full on the Five-Year Term Loan Termination Date. 
 The Lender shall, and is hereby authorized to,
record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Five-Year Term Loan and the date and amount of each principal payment hereunder. 

This Term Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of October 14,
2016 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, Extra Space Storage Inc., the lenders party thereto, including the Lender, the LC Issuer and U.S. Bank
National Association, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Term Note, including the terms and conditions under which this Term Note may be prepaid or its
maturity date accelerated. This Term Note is guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein
and not otherwise defined herein are used with the meanings attributed to them in the Agreement. 
 The undersigned waives demand,
presentment, notice of nonpayment, protest, notice of protest and notice of dishonor. 
 THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF
THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A STATE OTHER THAN THE STATE OF NEW YORK, BUT GIVING EFFECT
TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. 
  

			
	EXTRA SPACE STORAGE LP,
		
	By:	 	 
	Name:	 	
	Title:	 	



  
 EXH. E-2-1 








 SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL 

TO 
 FIVE-YEAR TERM LOAN NOTE OF
                    , 
 DATED OCTOBER 14,
2016 
  

											
	 Date
	  	 Principal Amount of
Five-Year

Term Loan
	  	 Type of Five-Year
Term Loan
	  	 Maturity of Interest

Period
	  	 Principal

Amount
 Paid
	  	 Unpaid

Balance



  
 EXH. E-2-2 








 EXHIBIT E-3 

FORM OF SEVEN-YEAR TERM LOAN NOTE 

October 14, 2016 
 Extra
Space Storage LP, a Delaware limited partnership (the “Borrower”), promises to pay to                      or its registered assigns (the
“Lender”) the aggregate unpaid principal amount of all Seven-Year Term Loans made by the Lender to the Borrower pursuant to Section 2.1(b) of the Agreement (as hereinafter defined), in immediately available funds at the applicable
office of U.S. Bank National Association, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid
interest on the Seven-Year Term Loans in full on the Seven-Year Term Loan Termination Date. 
 The Lender shall, and is hereby authorized
to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Seven- Year Term Loan and the date and amount of each principal payment hereunder. 

This Term Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of October 14,
2016 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, Extra Space Storage Inc., the lenders party thereto, including the Lender, the LC Issuer and U.S. Bank
National Association, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Term Note, including the terms and conditions under which this Term Note may be prepaid or its
maturity date accelerated. This Term Note is guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein
and not otherwise defined herein are used with the meanings attributed to them in the Agreement. 
 The undersigned waives demand,
presentment, notice of nonpayment, protest, notice of protest and notice of dishonor. 
 THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF
THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A STATE OTHER THAN THE STATE OF NEW YORK, BUT GIVING EFFECT
TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. 
  

			
	EXTRA SPACE STORAGE LP,
		
	By:	 	 
	Name:	 	
	Title:	 	



  
 EXH. E-3-1 








 SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL 

TO 
 SEVEN-YEAR TERM LOAN NOTE OF
                    , 
 DATED
OCTOBER 14, 2016 
  

											
	 Date
	  	 Principal Amount of
Seven-Year

Term Loan
	  	Type of Seven-Year
Term Loan	  	Maturity of Interest
Period	  	Principal
Amount
Paid	  	Unpaid
Balance


  
 EXH. E-3-2 








 EXHIBIT E-4 

FORM OF BID RATE NOTE 

                    ,
20         
 FOR VALUE RECEIVED, the undersigned, EXTRA SPACE STORAGE LP (the
“Borrower”), hereby promises to pay to                      or its registered assigns (the “Lender”), in care of U.S. BANK
NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), at the office of the Administrative Agent located at U.S. Bank National Association, 170 South Main Street, Suite 600, Salt Lake City, UT 84101, or at such other
address as may be specified by the Administrative Agent to the Borrower in accordance with the terms of the Agreement, the aggregate unpaid principal amount of Bid Rate Loans made by the Lender to the Borrower under the Agreement, on the dates and
in the principal amounts provided in the Agreement, and to pay interest on the unpaid principal amount of each such Bid Rate Loan, at such office at the rates and on the dates provided in the Agreement. 

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual
practice, the date and amount of each Bid Rate Loan and the date and amount of each principal payment hereunder. 
 This Bid Rate Note is
one of the “Bid Rate Notes” referred to in the Agreement dated as of October 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Borrower, EXTRA SPACE
STORAGE INC., the Lenders from time to time parties thereto and the Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Bid Rate Note, including the terms and conditions under
which this Bid Rate Note may be prepaid or its maturity date accelerated. This Bid Rate Note is guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and
provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. 

The undersigned waives demand, presentment, notice of nonpayment, protest, notice of protest and notice of dishonor. 

THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A STATE OTHER THAN THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS. 

Signature on next page 

  
 EXH. E-4-1 








 IN WITNESS WHEREOF, the undersigned has executed and delivered this Bid Rate Note as of the date
first written above. 
  

					
	EXTRA SPACE STORAGE LP,
		
	By:	 	 
		 	Name:	 	 
		 	Title:	 	 



  
 EXH. E-4-2 








 SCHEDULE OF BID RATE LOANS 

This Note evidences Bid Rate Loans made under the within-described Credit Agreement to the Borrower, on the dates, in the principal amounts,
bearing interest at the rates and maturing on the dates set forth below, subject to the payments and prepayments of principal set forth below: 
  

															
	 Date of Loan
	  	 Principal
Amount of
Loan
	  	 Type of Bid
Rate Loan
	  	 Applicable
Absolute
Rate
or
Eurodollar
Margin
	  	 Maturity of
Interest
Period
	  	 Principal
Amount Paid
	  	 Unpaid
Principal
Amount
	  	 Notation
Made By



  
 EXH. E-4-3 








 EXHIBIT F 

FORM OF INCREASING LENDER SUPPLEMENT 

INCREASING LENDER SUPPLEMENT, dated
                    , 20         (this “Supplement”), by and among each of the
signatories hereto, to the Credit Agreement, dated as of October 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Extra Space Storage LP (the “Borrower”),
Extra Space Storage Inc., the Lenders party thereto and U.S. Bank National Association, as administrative agent (in such capacity, the “Administrative Agent”). 

W I T N E S S E T H 
 WHEREAS,
pursuant to Section 2.24 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the Aggregate Commitment under the Credit Agreement by requesting one or
more Lenders to increase the amount of its Revolving Commitment, enter into one or more tranches of Incremental Term Loan Commitments and/or enter into one or more tranches of Incremental Term Loans; 

WHEREAS, the Borrower has given notice to the Administrative Agent of its intention to increase the aggregate Revolving Commitments, and enter
into one or more tranches of Incremental Term Loan Commitments and enter into one or more tranches of Incremental Term Loans pursuant to such Section 2.24 of the Credit Agreement; and 

WHEREAS, pursuant to Section 2.24 of the Credit Agreement, the undersigned Increasing Lender now desires to increase the amount of its
Revolving Commitment, and enter into one or more tranches of Incremental Term Loan Commitments and enter into one or more tranches of Incremental Term Loans under the Credit Agreement by executing and delivering to the Borrower and the
Administrative Agent this Supplement; 
 NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 

1. The undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement
it shall have its Revolving Commitment increased by $         Revolving Commitment equal to $        , thereby making the aggregate amount of its total,
and participate in a tranche of Incremental Term Loan Commitments with a commitment amount equal to $         with respect thereto and participate in a tranche of Incremental Term Loans with a
commitment amount equal to $         with respect thereto. 
 2. The Borrower hereby represents and
warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof. 

  
 EXH. F-1 








 3. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 

4. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 

5. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. 

  
 EXH. F-2 








 IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and
delivered by a duly authorized officer on the date first above written. 
  

			
	INSERT NAME OF INCREASING LENDER
		
	By:	 	 
	Name:	 	
	Title:	 	


 Accepted and agreed to as of the date first written above: 

 

			
	EXTRA SPACE STORAGE LP
		
	By:	 	 
	Name:	 	
	Title:	 	

 Acknowledged as of the date first written above: 
  

			
	 U.S. BANK NATIONAL ASSOCIATION
 as
Administrative Agent

		
	By:	 	 
	Name:	 	
	Title:	 	


  
 EXH. F-3 








 EXHIBIT G 

FORM OF AUGMENTING LENDER SUPPLEMENT 

AUGMENTING LENDER SUPPLEMENT, dated
                    , 20         (this “Supplement”), to the Credit Agreement, dated
as of October 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Extra Space Storage LP (the “Borrower”), Extra Space Storage Inc., the Lenders party thereto
and U.S. Bank National Association, as administrative agent (in such capacity, the “Administrative Agent”). 
 W I T N E S S E T H

 WHEREAS, the Credit Agreement provides in Section 2.24 thereof that any bank, financial institution or other entity may extend
Commitments and/or enter into one or more tranches of Incremental Term Loan Commitments and/or Incremental Term Loans under the Credit Agreement subject to the approval of the Borrower and the Administrative Agent, by executing and delivering to the
Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and 
 WHEREAS, the
undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto; 
 NOW,
THEREFORE, each of the parties hereto hereby agrees as follows: 
 1. The undersigned Augmenting Lender agrees to be bound by the provisions
of the Credit Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Revolving Commitment with respect to Revolving
Loans of $        , and an Incremental Term Loan Commitment of $         and a commitment with respect to Incremental Term Loans of
$        . 
 2. The undersigned Augmenting Lender (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this Supplement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the
requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in its Administrative
Questionnaire delivered by the undersigned Augmenting Lender to Administrative Agent as of the date hereof in which such Augmenting Lender designates one or more credit contacts to whom all syndicate-level information (which may contain material
non-public information about the Borrower or its securities) will be made available and who may receive such information in accordance with such Augmenting Lender’s compliance procedures and applicable laws, including Federal and state
securities laws, (iv) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests
in and under the Loan 

  
 EXH. G-1 








 
Documents will not be “plan assets” under ERISA; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.1 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it
will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it
will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 

3. The undersigned’s address for notices for the purposes of the Credit Agreement is as follows: 

4. The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date
hereof. 
 5. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 

6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 

7. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. 
 remainder of
this page intentionally left blank 

  
 EXH. G-2 








 IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and
delivered by a duly authorized officer on the date first above written. 
  

			
	INSERT NAME OF AUGMENTING LENDER
		
	By:	 	 
	Name:	 	
	Title:	 	


 Accepted and agreed to as of the date first written above: 

 

			
	EXTRA SPACE STORAGE LP
		
	By:	 	 
	Name:	 	
	Title:	 	

 Acknowledged as of the date first written above: 
  

			
	 U.S. BANK NATIONAL ASSOCIATION
 as
Administrative Agent

		
	By:	 	 
	Name:	 	
	Title:	 	


  
 EXH. G-3 








 EXHIBIT H 

LIST OF CLOSING DOCUMENTS 

(Attached.) 

  
 EXH. H-1 








 EXHIBIT H 

LIST OF CLOSING DOCUMENTS 

Extra Space Storage LP CREDIT 

FACILITIES October 14, 2016 

LIST OF CLOSING DOCUMENTS1 

A. LOAN DOCUMENTS 
  

	 	1.	Credit Agreement dated as of October 14, 2016, among Extra Space Storage LP (the “Borrower”), the Lenders party thereto and U.S. Bank National Association, as administrative agent (in such capacity, the
“Administrative Agent”), evidencing credit facilities to the Borrower from the Lenders in an initial aggregate principal amount of up to $1,150,000,000. 


SCHEDULES 
  

			
	Pricing Schedule	  	
	Schedule 1	  	Commitments
	Schedule 5.7	  	Subsidiaries
	Schedule 5.12	  	Certain Permitted Liens
	Schedule 6.12	  	Investments
	Schedule A	  	Additional Eligible Ground Leases

 EXHIBITS 
  

			
	Exhibit A	  	Intentionally Omitted
	Exhibit B	  	Form of Compliance Certificate
	Exhibit C	  	Form of Assignment and Assumption Agreement
	Exhibit D-1	  	Form of Borrowing Notice
	Exhibit D-2	  	Form of Conversion/Continuation Notice
	Exhibit D-3	  	Form of Payment Notice
	Exhibit E-1	  	Form of Revolving Note
	Exhibit E-2	  	Form of Five-Year Term Loan Note
	Exhibit E-3	  	Form of Seven-Year Term Loan Note
	Exhibit E-4	  	Form of Bid Rate Note
	Exhibit F	  	Form of Increasing Lender Supplement
	Exhibit G	  	Form of Augmenting Lender Supplement
	Exhibit H	  	List of Closing Documents

  

	1 	Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. 









			
	Exhibit I-1	  	Form of Bid Rate Quote Request
	Exhibit I-2	  	Form of Bid Rate Quote
	Exhibit I-3	  	Form of Bid Rate Quote Acceptance
	Exhibit J	  	Form of Designation Agreement

  

	 	2.	Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.13(d) of the Credit Agreement 


 

	 	3.	Guaranty executed by the initial Guarantors (collectively with the Borrower, the “Loan Parties”) in favor of the Administrative Agent. 


 

	 	4.	Evidence of Insurance (including property and liability insurance) 

 B. CORPORATE
DOCUMENTS 
  

	 	5.	Certificate of the Secretary of the Parent Guarantor, certifying (i) that there have been no changes in the charter document of each Loan Party, as attached thereto and as certified as of a recent date by the
Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the Operating Agreement or other organizational document, as attached
thereto, of each Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors of the Parent Guarantor or other applicable authorizing party of each Loan Party authorizing the execution, delivery and
performance of each Loan Document to which it is a party, (iv) the Good Standing Certificate (or analogous documentation if applicable) for each Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of
its organization, to the extent generally available in such jurisdiction and to the extent available for such entity, (v) the names and true signatures of the authorized signatories with respect to each Loan Party authorized to sign the Loan
Documents to which it is a party, and (in the case of Borrower) among other things authorized to request an Advance or the issuance of a Facility LC under the Credit Agreement and (vi) that No Material Adverse Change has occurred.


 C. OPINIONS 
  

	 	6.	Opinion of Latham and Watkins LLP, counsel for the Loan Parties. 

  

	 	7.	Opinion of Katz, Barron, Squitero, Faust, Friedberg, English & Allen, P.A., special counsel for the Loan Parties registered in Florida. 


 

	 	8.	Opinion of Jason G.F. Wong, special counsel for the Loan Parties registered in Hawaii. 

  

	 	9.	Opinion of Feinberg Hanson LLP, special counsel for the Loan Parties registered in Massachusetts. 

  

	 	10.	Opinion of Venable LLP, special counsel for the Loan Parties registered in Maryland. 


  
 2 









	 	11.	Opinion of Riker Danzig Scherer Hyland & Perretti LLP, special counsel for the Loan 


Parties registered in New Jersey. 
  

	 	12.	Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, special counsel for the Loan Parties registered in Ohio. 

  

	 	13.	Opinion of Dilworth Paxson LLP, special counsel for the Loan Parties registered in Pennsylvania. 

  

	 	14.	Opinion of Moore & Van Allen, PLLC, special counsel for the Loan Parties registered in South Carolina. 

  

	 	15.	Opinion of Bradley Arant Boult Cummings LLP, special counsel for the Loan Parties registered in Tennessee. 

  

	 	16.	Opinion of Nelson Christensen Hollingworth & Williams, special counsel for the Loan Parties registered in Utah. 


D. CLOSING CERTIFICATES AND MISCELLANEOUS 
  

	 	17.	Pro Forma Compliance Certificate as of the Effective Date pursuant to Section 4.1(k) of the Credit Agreement. 

  

	 	18.	Borrowing Notice pursuant to Section 2.8 of the Credit Agreement, and certifying as to certain matters required pursuant to Section 4.1(b) of the Credit Agreement. 


  
 3 








 EXHIBIT I-1 

FORM OF BID RATE QUOTE REQUEST 

                , 20     

U.S. Bank National Association 
 __________ 

__________ 

Attention:                     

Ladies and Gentlemen: 
 Reference is made to
that certain Credit Agreement dated as of October 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among EXTRA SPACE STORAGE LP (the “Borrower”), EXTRA
SPACE STORAGE INC. (the “Parent”), the Lenders from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. 
  

	 	1.	The Borrower hereby requests Bid Rate Quotes for the following proposed Bid Rate Borrowings: 

  

							
	 Borrowing Date
	  	 Amount
	  	 Type
	  	 Interest Period

	
                ,
20    
	  	$                	  		  	             days

  

	 	2.	After giving effect to the Bid Rate Borrowing requested herein, the total amount of Bid Rate Loans outstanding shall be
$                    . 


The undersigned hereby certifies to the Administrative Agent and the Lenders that (i) the representations and warranties contained in
Article V of the Credit Agreement are (a) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the date hereof, except to the extent any such representation or warranty
is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (b) with respect to any representations or warranties that do not
contain a materiality qualifier, true and correct in all material respects as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty
shall have been true and correct in all material respects on and as of such earlier date; (ii) there exists no Default or Event of Default, nor would a Default or Event of Default result from the extension of the requested Bid Rate Loans; and
(iii) all other relevant conditions set forth in Section 4.2 of the Credit Agreement have been satisfied. 
 Signature on
next page 

  
 EXH. I-1-1 








 
					
	EXTRA SPACE STORAGE LP
		
	By:	 	 
		 	Name:	 	  

		 	Title:	 	  




  
 EXH. I-1-2 








 EXHIBIT I-2 

FORM OF BID RATE QUOTE 

                , 20     

U.S. Bank National Association 
 ________ 

________ 

Attention:                     

Ladies and Gentlemen: 
 Reference is made to
that certain Credit Agreement dated as of October 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among EXTRA SPACE STORAGE LP (the “Borrower”), EXTRA
SPACE STORAGE INC. (the “Parent”), the Lenders from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. 
 In response to the Borrower’s
Bid Rate Quote Request dated                 , 20    , the undersigned hereby makes the following Bid Rate Quote(s) on the following
terms: 
  

	 	1.	Quoting Lender:                      


 

	 	2.	Person to contact at quoting Lender:                      


 

	 	3.	The undersigned offers to make Bid Rate Loan(s) in the following principal amount(s), for the following Interest Period(s) and at the following Bid Rate(s): 


 

															
	 Borrowing Date
	  	 Amount
	  	 Type
	 	  	 Interest Period
	 	  	 Absolute Rate Eurodollar
Margin
	 
					
	
                ,
20    
	  	$                	  	 	________	  	  	 	         days	  	  	 	        %	  
					
	
                ,20 
   
	  	$                	  	 	________	  	  	 	         days	  	  	 	        %	  
					
	
                ,20 
   
	  	$                	  	 	________	  	  	 	         days	  	  	 	        %	  

 The undersigned understands and agrees that the offer(s) set forth above, subject to satisfaction of the
applicable conditions set forth in the Credit Agreement, irrevocably obligates the undersigned to make the Bid Rate Loan(s) for which any offer(s) is/are accepted, in whole or in part. 

Signature on next page 

  
 EXH. I-2-1 








 
					
	  

		
	By:	 	 
		 	Name:	 	  

		 	Title:	 	  




  
 EXH. I-2-2 








 EXHIBIT I-3 

FORM OF BID RATE QUOTE ACCEPTANCE 

                    ,
20     
 U.S. Bank National Association 

__________ 
 __________ 

Attention:                      

Ladies and Gentlemen: 
 Reference is made to
that certain Credit Agreement dated as of October 14, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among EXTRA SPACE STORAGE LP (the “Borrower”), EXTRA
SPACE STORAGE INC. (the “Parent”), the Lenders from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. 
 The Borrower hereby accepts the
following offer(s) of Bid Rate Quotes to be made available to the Borrower on                     ,
            : 
  

																	
	 Quote Date
	  	Quoting Lender	 	  	Type	 	  	Amount Accepted	 	  	Absolute Rate
Eurodollar Margin	 
	
                   
 , 20    
	  	  
	  
	 	  	  
	  
	 	  	$	                    	  	  	 	            	% 
	
                   
 , 20    
	  	  
	  
	 	  	  
	  
	 	  	$	                    	  	  	 	            	% 
	
                   
 , 20    
	  	  
	  
	 	  	  
	  
	 	  	$	                    	  	  	 	            	% 

 The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof and on
and as of the date of the making of the requested Bid Rate Loans, the representations and warranties contained in Article V of the Credit Agreement are and will be (a) with respect to any representations or warranties that contain a materiality
qualifier, true and correct in all respects as of the date hereof and on the date of the making of the requested Bid Rate Loans, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case
such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (b) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all
material respects as of the date hereof and on the date of the making of the requested Bid Rate Loans, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or
warranty shall have been true and correct in all material respects on and as of such earlier date; (ii) there exists no Default or Event of Default, nor would a Default or Event of Default result from the extension of the accepted Bid Rate
Loans; and (iii) all other relevant conditions set forth in Section 4.2 of the Credit Agreement have been satisfied. 

Signature on next page 

  
 EXH. I-3-1 








 
			
	EXTRA SPACE STORAGE LP
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 EXH. I-3-1 








 EXHIBIT J 

FORM OF DESIGNATION AGREEMENT 

THIS DESIGNATION AGREEMENT dated as of
                ,          (the “Agreement”) by and among
                     (the “Designating Lender”),
                     (the “Designated Lender”) and U.S. Bank National Association, as Administrative Agent (the “Administrative
Agent”). 
 WHEREAS, the Designating Lender is a Lender under that certain Credit Agreement dated as of October 14, 2016 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among EXTRA SPACE STORAGE LP (the “Borrower”), EXTRA SPACE STORAGE INC., the Lenders from time to time parties thereto (the
“Lenders”) and U.S. Bank National Association, as Administrative Agent (the “Administrative Agent”); 
 WHEREAS,
pursuant to Section 12.1(b) of the Credit Agreement, the Designating Lender desires to designate the Designated Lender as its “Designated Lender” under and as defined in the Credit Agreement; and 

WHEREAS, the Administrative Agent consents to such designation on the terms and conditions set forth herein. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the parties hereto, the
parties hereto hereby agree as follows: 
 Section 1. Designation. Subject to the terms and conditions of this Agreement, the
Designating Lender hereby designates the Designated Lender, and the Designated Lender hereby accepts such designation, to have a right to make Bid Rate Loans on behalf of the Designating Lender pursuant to Section 2.25 of the Credit Agreement.
Any assignment by the Designating Lender to the Designated Lender of rights to make a Bid Rate Loan shall only be effective at the time such Bid Rate Loan is funded by the Designated Lender. The Designated Lender, subject to the terms and conditions
hereof, hereby agrees to make such accepted Bid Rate Loans and to perform such other obligations as may be required of it as a Designated Lender under the Credit Agreement. 

Section 2. Designating Lender Not Discharged. Notwithstanding the designation of the Designated Lender hereunder, the Designating
Lender shall be and remain obligated to the Borrower, the Administrative Agent and the Lenders for each and every of the obligations of the Designating Lender and the Designated Lender with respect to the Credit Agreement and the other Loan
Documents, including, without limitation, any indemnification obligations under Section 10.8 of the Credit Agreement and any sums otherwise payable to the Borrower by the Designated Lender. 

Section 3. No Representations by Designating Lender. The Designating Lender makes no representation or warranty and, except as set
forth in Section 8 below, assumes no responsibility pursuant to this Agreement with respect to (a) any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument and document furnished pursuant thereto and (b) the financial condition of the Borrower, any other Loan Party or any other Subsidiary of the Borrower
or the performance or observance by the Borrower or any other Loan Party of any of its obligations under any Loan Document to which it is a party or any other instrument or document furnished pursuant thereto. 

  
 J-1 








 Section 4. Representations and Covenants of Designated Lender. The Designated Lender
makes and confirms to the Administrative Agent, the Designating Lender, and the other Lenders all of the representations, warranties and covenants of a Lender under Article X of the Credit Agreement. Not in limitation of the foregoing, the
Designated Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a
Designated Lender under the Credit Agreement; (ii) it is an “accredited investor” (as such term is used in Regulation D of the Securities Act), (iii) it meets the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to become a “Designated Lender” thereunder, including, without limitation, those set forth in the definition of “Designated Lender” in the Credit Agreement, (iv) its payment
instructions and notice instructions are as set forth in the Administrative Questionnaire delivered by the Designated Lender to Administrative Agent, (v) none of the funds, monies, assets or other consideration being used to consummate the
transactions contemplated hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, and (vi) attached as Schedule 1
to this Agreement is any documentation required to be delivered by the Designated Lender pursuant to the terms of the Credit Agreement, duly completed and executed by the Designated Lender; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered pursuant thereto and such other documents and information (including without limitation the Loan Documents) as it has deemed appropriate to make its own credit
analysis and decision to enter into this Agreement; (c) confirms that it has, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent, or any of their respective officers,
directors, employees, agents or counsel, and based on such financial statements and such other documents and information, made its own credit analysis and decision to become a Designated Lender under the Credit Agreement; (d) appoints and
authorizes the Administrative Agent to take such action as contractual representative on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof together with such powers as
are reasonably incidental thereto; and (e) agrees that it will become a party to and shall be bound by the Credit Agreement, the other Loan Documents to which the other Lenders are a party on the Effective Date (as defined below) and will
perform in accordance therewith all of the obligations which are required to be performed by it as a Designated Lender. The Designated Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other
Lender or counsel to the Administrative Agent or any of their respective officers, directors, employees and agents, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement or any Note or pursuant to any other obligation. The Designated Lender acknowledges and agrees that except as expressly required under the Credit Agreement, the Administrative Agent shall have
no duty or responsibility whatsoever, either initially or on a continuing basis, to provide the Designated Lender with any credit or other information with respect to the Borrower, any other Loan Party or any other Subsidiary or to notify the
Designated Lender of any Default or Event of Default. 
 Section 5. Appointment of Designating Lender as Attorney-In-Fact. The
Designated Lender hereby appoints the Designating Lender as the Designated Lender’s agent and attorney-in-fact, and grants to the Designating Lender an irrevocable power of attorney, to receive any and all payments to be made for the benefit of
the Designated Lender under the Credit Agreement, to deliver and receive all notices and other communications under the Credit Agreement and other Loan Documents and to exercise on the Designated Lender’s behalf all rights to vote and to grant
and make approvals, waivers, consents of amendments to or under the Credit Agreement or other Loan Documents. Any document executed by the Designating Lender on the Designated Lender’s behalf in connection with the Credit Agreement or other
Loan Documents shall be binding on the Designated Lender. The Borrower, each Administrative Agent and each of the Lenders may rely on and are beneficiaries of the preceding provisions. 

  
 J-2 








 Section 6. Acceptance by the Administrative Agent. Following the execution of this
Agreement by the Designating Lender and the Designated Lender, the Designating Lender will (i) deliver to the Administrative Agent a duly executed original of this Agreement for acceptance by the Administrative Agent and (ii) pay to the
Administrative Agent the fee, if any, payable under the applicable provisions of the Credit Agreement whereupon this Agreement shall become effective as of the date of such acceptance or such other date as may be specified on the signature page
hereof (the “Effective Date”). 
 Section 7. Effect of Designation. Upon such acceptance and recording by the
Administrative Agent, as of the Effective Date, the Designated Lender shall be a party to the Credit Agreement with a right to make Bid Rate Loans on behalf of the Designating Lender pursuant to Section 2.25 of the Credit Agreement after the
Borrower has accepted a Bid Rate Quote (or portion thereof) from the Designating Lender; provided, however, that the Designated Lender shall not be required to make payments with respect to such obligations except to the extent of
excess cash flow of the Designated Lender which is not otherwise required to repay obligations of the Designated Lender which are then due and payable. Notwithstanding the foregoing, the Designating Lender, as agent for the Designated Lender, shall
be and remain obligated to the Borrower, the Administrative Agent and the Lenders for each and every of the obligations of the Designated Lender and the Designating Lender with respect to the Credit Agreement. 

Section 8. Indemnification of Designated Lender. The Designating Lender unconditionally agrees to pay or reimburse the Designated
Lender and save the Designated Lender harmless against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed or asserted by any of
the parties to the Loan Documents against the Designated Lender, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Designated Lender hereunder or
thereunder, provided that the Designating Lender shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements if the same results from the Designated
Lender’s gross negligence or willful misconduct. 
 Section 9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. 

Section 10. Counterparts. This Agreement may be executed in any number of counterparts each of which, when taken together, shall
constitute one and the same agreement. 
 Section 11. Headings. Section headings have been inserted herein for convenience only
and shall not be construed to be a part hereof. 
 Section 12. Amendments; Waivers. This Agreement may not be amended, changed,
waived or modified except by a writing executed by all parties hereto. 
 Section 13. Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 
 Section 14.
Definitions. Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement. 

  
 J-3 








 Signatures on Following Page 

  
 J-4 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Designation Agreement as of the
date and year first written above. 
  

					
	 EFFECTIVE DATE:
                        
  

DESIGNATING LENDER:
  

NAME OF DESIGNATING LENDER

		
	By:	 	 
		 	Name:	 	  

		 	Title:	 	  



  

					
	 DESIGNATED LENDER:
  

NAME OF DESIGNATED LENDER

		
	By:	 	 
		 	Name:	 	  

		 	Title:	 	  



 Accepted as of the date first written above. 
  

					
	 ADMINISTRATIVE AGENT:
  

U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent

		
	By:	 	 
		 	Name:	 	  

		 	Title:	 	  



  
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