Amended and Restated Revolving Credit Agreement



 Exhibit 10.10(a) 

EXECUTION VERSION 
 AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT 
 Dated as of February 9, 2016 

(Amending and Restating the Revolving Credit Agreement dated August 27, 2013) 

among 
 WCI COMMUNITIES, INC.,

 as Borrower, 
 THE BANKS
PARTY HERETO, 
 CITIBANK, N.A. 

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

CITIGROUP GLOBAL MARKETS INC. 

and 
 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, 
 as Joint Lead Arrangers and Joint Book Managers 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 1.1
	 	 Defined Terms
	  	 	1	  
	 1.2
	 	 Accounting Terms
	  	 	30	  
	 1.3
	 	 Rounding
	  	 	30	  
	 1.4
	 	 Other Interpretive Provisions
	  	 	31	  
	 1.5
	 	 Exhibits and Schedules
	  	 	31	  
	 1.6
	 	 References to “the Borrower and its Subsidiaries”
	  	 	32	  
	 1.7
	 	 Time of Day
	  	 	32	  
	 1.8
	 	 Letter of Credit Amounts
	  	 	32	  
		
	 ARTICLE II. LOANS AND LETTERS OF CREDIT
	  	 	32	  
			
	 2.1
	 	 Loans-General
	  	 	32	  
	 2.2
	 	 Base Rate Loans
	  	 	33	  
	 2.3
	 	 Eurodollar Rate Loans
	  	 	33	  
	 2.4
	 	 Maturity Extension
	  	 	34	  
	 2.5
	 	 Letters of Credit
	  	 	34	  
	 2.6
	 	 Reduction of Commitment
	  	 	41	  
	 2.7
	 	 Optional Increase to Commitment
	  	 	41	  
	 2.8
	 	 Borrowing Base
	  	 	43	  
		
	 ARTICLE III. PAYMENTS AND FEES
	  	 	45	  
			
	 3.1
	 	 Principal and Interest
	  	 	45	  
	 3.2
	 	 Commitment Fee
	  	 	46	  
	 3.3
	 	 Other Fees
	  	 	46	  
	 3.4
	 	 [Intentionally Omitted]
	  	 	47	  
	 3.5
	 	 [Intentionally Omitted]
	  	 	47	  
	 3.6
	 	 Eurodollar Fees and Costs
	  	 	47	  
	 3.7
	 	 Late Payments/Default Interest
	  	 	49	  
	 3.8
	 	 Computation of Interest and Fees
	  	 	49	  
	 3.9
	 	 Holidays
	  	 	49	  
	 3.10
	 	 Payment Free of Taxes
	  	 	49	  
	 3.11
	 	 Funding Sources
	  	 	52	  
	 3.12
	 	 Failure to Charge or Making of Payment Not Subsequent Waiver
	  	 	52	  
	 3.13
	 	 Time and Place of Payments; Evidence of Payments; Application of Payments
	  	 	52	  
	 3.14
	 	 Administrative Agent’s Right to Assume Payments Will be Made
	  	 	53	  
	 3.15
	 	 Survivability
	  	 	53	  
	 3.16
	 	 Bank Calculation Certificate
	  	 	54	  
	 3.17
	 	 Designation of a Different Lending Office
	  	 	54	  


  
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	 ARTICLE IV. REPRESENTATIONS AND WARRANTIES
	  	 	54	  
			
	 4.1
	 	 Existence and Qualification; Power; Compliance with Law
	  	 	54	  
	 4.2
	 	 Authority; Compliance with Other Instruments and Government Regulations
	  	 	54	  
	 4.3
	 	 No Governmental Approvals Required
	  	 	55	  
	 4.4
	 	 Subsidiaries
	  	 	55	  
	 4.5
	 	 Financial Statements
	  	 	56	  
	 4.6
	 	 No Material Adverse Change
	  	 	56	  
	 4.7
	 	 Title to Assets
	  	 	56	  
	 4.8
	 	 Intangible Assets
	  	 	56	  
	 4.9
	 	 Anti-Corruption Laws and Sanctions
	  	 	57	  
	 4.10
	 	 Governmental Regulation
	  	 	57	  
	 4.11
	 	 Litigation
	  	 	57	  
	 4.12
	 	 Binding Obligations
	  	 	57	  
	 4.13
	 	 No Default
	  	 	57	  
	 4.14
	 	 [Intentionally Omitted]
	  	 	58	  
	 4.15
	 	 Tax Liability
	  	 	58	  
	 4.16
	 	 [Intentionally Omitted]
	  	 	58	  
	 4.17
	 	 Environmental Matters
	  	 	58	  
	 4.18
	 	 Disclosure
	  	 	58	  
	 4.19
	 	 [Intentionally Omitted]
	  	 	58	  
	 4.20
	 	 ERISA Compliance
	  	 	58	  
	 4.21
	 	 Solvency
	  	 	59	  
	 4.22
	 	 [Intentionally Omitted]
	  	 	59	  
	 4.23
	 	 Tax Shelter Regulations
	  	 	59	  
		
	 ARTICLE V. AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)
	  	 	59	  
			
	 5.1
	 	 Payment of Taxes and Other Potential Liens
	  	 	59	  
	 5.2
	 	 Preservation of Existence
	  	 	59	  
	 5.3
	 	 Maintenance of Properties
	  	 	60	  
	 5.4
	 	 Maintenance of Insurance
	  	 	60	  
	 5.5
	 	 Compliance with Laws
	  	 	60	  
	 5.6
	 	 Inspection Rights
	  	 	60	  
	 5.7
	 	 Keeping of Records and Books of Account
	  	 	60	  
	 5.8
	 	 Use of Proceeds
	  	 	61	  
	 5.9
	 	 Subsidiary Guaranty
	  	 	61	  
		
	 ARTICLE VI. NEGATIVE COVENANTS
	  	 	61	  
			
	 6.1
	 	 Payment or Prepayment of Subordinated Obligations and Certain Other Obligations
	  	 	61	  
	 6.2
	 	 Indebtedness of Mortgage Subsidiaries
	  	 	61	  
	 6.3
	 	 Merger and Sale of Assets
	  	 	62	  
	 6.4
	 	 Investments and Acquisitions
	  	 	62	  


  
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	 6.5
	 	 Burdensome Agreements
	  	 	63	  
	 6.6
	 	 Change in Business
	  	 	64	  
	 6.7
	 	 Liens and Negative Pledges
	  	 	64	  
	 6.8
	 	 Transactions with Affiliates
	  	 	67	  
	 6.9
	 	 Consolidated Tangible Net Worth
	  	 	67	  
	 6.10
	 	 Consolidated Leverage Ratio
	  	 	67	  
	 6.11
	 	 Consolidated Interest Coverage Ratio or Minimum Liquidity
	  	 	67	  
	 6.12
	 	 Distributions
	  	 	67	  
	 6.13
	 	 Amendments
	  	 	68	  
	 6.14
	 	 Investment in Subsidiaries and Joint Ventures
	  	 	68	  
	 6.15
	 	 Regulation U
	  	 	69	  
	 6.16
	 	 Fiscal Year
	  	 	69	  
	 6.17
	 	 Designation of Subsidiaries
	  	 	69	  
	 6.18
	 	 Anti-Corruption Laws
	  	 	70	  
		
	 ARTICLE VII. INFORMATION AND REPORTING REQUIREMENTS
	  	 	70	  
			
	 7.1
	 	 Financial and Business Information of the Borrower and Its Subsidiaries
	  	 	70	  
	 7.2
	 	 Compliance Certificate
	  	 	73	  
		
	 ARTICLE VIII. CONDITIONS
	  	 	73	  
			
	 8.1
	 	 Initial Advances on the Original Closing Date, Etc.
	  	 	73	  
	 8.2
	 	 Any Advance
	  	 	73	  
	 8.3
	 	 Any Letter of Credit
	  	 	74	  
	 8.4
	 	 Initial Advances on the Restatement Date, Etc.
	  	 	74	  
		
	 ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES UPON EVENTS OF DEFAULT
	  	 	76	  
			
	 9.1
	 	 Events of Default
	  	 	76	  
	 9.2
	 	 Remedies Upon Event of Default
	  	 	77	  
		
	 ARTICLE X. THE ADMINISTRATIVE AGENT
	  	 	79	  
			
	 10.1
	 	 Appointment and Authorization
	  	 	79	  
	 10.2
	 	 Delegation of Duties
	  	 	80	  
	 10.3
	 	 Liability of Administrative Agent
	  	 	80	  
	 10.4
	 	 Reliance by Administrative Agent
	  	 	80	  
	 10.5
	 	 Notice of Default
	  	 	81	  
	 10.6
	 	 Credit Decision; Disclosure of Information by Administrative Agent
	  	 	81	  
	 10.7
	 	 Indemnification of Administrative Agent
	  	 	82	  
	 10.8
	 	 Administrative Agent in its Individual Capacity
	  	 	82	  
	 10.9
	 	 Successor Administrative Agent
	  	 	82	  
	 10.10
	 	 Administrative Agent May File Proofs of Claim
	  	 	83	  
	 10.11
	 	 Guaranty Matters
	  	 	83	  
	 10.12
	 	 Other Agents; Arrangers and Managers
	  	 	84	  
	 10.13
	 	 Defaulting Banks
	  	 	84	  
	 10.14
	 	 No Obligations of the Borrower
	  	 	86	  


  
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	 ARTICLE XI. MISCELLANEOUS
	  	 	86	  
			
	 11.1
	 	 Cumulative Remedies; No Waiver
	  	 	86	  
	 11.2
	 	 Amendments; Consents
	  	 	86	  
	 11.3
	 	 Costs, Expenses and Taxes
	  	 	88	  
	 11.4
	 	 Nature of Banks’ Obligations
	  	 	88	  
	 11.5
	 	 Survival of Representations and Warranties
	  	 	89	  
	 11.6
	 	 Notices and Other Communications; Copies
	  	 	89	  
	 11.7
	 	 Execution in Counterparts; Delivery
	  	 	91	  
	 11.8
	 	 Successors and Assigns
	  	 	91	  
	 11.9
	 	 Sharing of Setoffs
	  	 	94	  
	 11.10
	 	 Indemnification by the Borrower
	  	 	95	  
	 11.11
	 	 Nonliability of Banks
	  	 	96	  
	 11.12
	 	 Confidentiality
	  	 	96	  
	 11.13
	 	 No Third Parties Benefited
	  	 	97	  
	 11.14
	 	 Other Dealings
	  	 	97	  
	 11.15
	 	 Right of Setoff — Deposit Accounts
	  	 	97	  
	 11.16
	 	 Further Assurances
	  	 	97	  
	 11.17
	 	 Integration
	  	 	98	  
	 11.18
	 	 Governing Law
	  	 	98	  
	 11.19
	 	 Severability of Provisions
	  	 	99	  
	 11.20
	 	 Headings
	  	 	99	  
	 11.21
	 	 Conflict in Loan Documents
	  	 	99	  
	 11.22
	 	 Waiver of Right to Trial by Jury
	  	 	99	  
	 11.23
	 	 Purported Oral Amendments
	  	 	99	  
	 11.24
	 	 Payments Set Aside
	  	 	99	  
	 11.25
	 	 [Intentionally Omitted]
	  	 	100	  
	 11.26
	 	 USA PATRIOT Act Notice
	  	 	100	  
	 11.27
	 	 Replacement of Banks
	  	 	100	  
	 11.28
	 	 No Fiduciary Relationship
	  	 	101	  
	 11.29
	 	 Amendment and Restatement
	  	 	101	  
	 11.30
	 	 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
	  	 	102	  


  
 iv 








 Exhibits 
  

			
	A	  	Assignment and Assumption
		
	B	  	Borrowing Base Certificate
		
	C	  	Compliance Certificate
		
	D	  	Loan Notice
		
	E	  	Note
		
	F-1	  	Opinion of Counsel (Latham & Watkins LLP)
		
	F-2	  	Opinion of General Counsel of the Borrower
		
	H-1	  	U.S. Tax Compliance Certificate (For Foreign Banks That Are Not Partnerships)
		
	H-2	  	U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships)
		
	H-3	  	U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships)
		
	H-4	  	U.S. Tax Compliance Certificate (For Foreign Banks That Are Partnerships)
		
	I	  	Form of Solvency Certificate

 Schedules 
  

			
	1.1	  	Pro Rata Shares
		
	4.4	  	Subsidiaries
		
	6.4	  	Investments
		
	6.7	  	Existing Liens
		
	11.6	  	Notices


  
 v 








 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 

Dated as of February 9, 2016 

This Amended and Restated Revolving Credit Agreement (as it may from time to time be supplemented, modified, amended, renewed, extended or
supplanted, this “Agreement”), dated as of February 9, 2016, is entered into by and among WCI COMMUNITIES, INC., a Delaware corporation (the “Borrower”), each financial institution set forth on the signature pages
of this Agreement or which from time to time becomes party hereto (collectively, the “Banks” and individually, a “Bank”), Citibank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and
Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Book Managers. 

RECITALS 
 WHEREAS, the Borrower
previously entered into a Revolving Credit Agreement, dated as of August 27, 2013, by and among Borrower, the Banks party thereto and Citibank, N.A., as Administrative Agent (the “Existing Revolving Credit Agreement”); 

WHEREAS, the Banks and Issuing Banks have made and are willing to make the requested revolving credit facility available on the terms and
conditions set forth herein; and 
 WHEREAS, the Borrower, the Banks and the Administrative Agent have agreed to amend and restate the
Existing Revolving Credit Agreement in the form hereof which amendment and restatement as evidenced by this Agreement shall become effective as provided in Section 8.4 hereof. 

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

ARTICLE I. 
 DEFINITIONS AND
ACCOUNTING TERMS 
 1.1 Defined Terms. 

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

“Acquisition” means any transaction, or any series of related transactions, consummated after the Restatement Date, by which
the Borrower or any of its Subsidiaries directly or indirectly (a) acquires any ongoing business or all or substantially all of the assets of any corporation, partnership or limited liability company, or other business entity or division
thereof, whether through purchase of assets, merger or otherwise, (b) acquires control of securities of a corporation representing 50% or more of the ordinary voting power for the election of directors or (c) acquires control of a 50% or more
ownership interest in any corporation, partnership, limited liability company, or other business entity. For the avoidance of doubt, the acquisition by the Borrower and its Subsidiaries of personal property, real property and interests in real
property in the ordinary course of their respective businesses shall not be considered an Acquisition. 
 “Adjusted Project
Costs” means the Tower Construction Project Costs less Escrow Deposits used in construction that are fully bonded and non-refundable. 







 “Administrative Agent” means Citi in its capacity as administrative agent under
this Agreement and the other Loan Documents, or any successor administrative agent. 
 “Administrative Agent’s Office”
means the Administrative Agent’s address and, as appropriate, account set forth on Schedule 11.6, or such other address or account as the Administrative Agent may, from time to time, notify the Borrower and the Banks. 

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent to the
Banks. 
 “Advance” means an advance of a Loan made or to be made to the Borrower by a Bank pursuant to Article II.

 “Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, or is under
common control with, or is controlled by, such Person. As used in this definition, “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or
indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person which
owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 10% or more of the partnership or other ownership interests of any other Person will be
deemed to control such corporation or other Person. 
 “Agent Parties” has the meaning set forth in Section 11.6(c). 

“Agent-Related Persons” means the Administrative Agent, together with its Affiliates, and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates. 
 “Agreement” has the meaning set forth in the first
paragraph hereof. 
 “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. 
 “Anti-Terrorism Laws”
shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC (as any of the foregoing laws may from
time to time be amended, renewed, extended or replaces). 
 “Approved Fund” means any Fund that is administered or managed
by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank. 

“Arrangers” means CGMI and MLPF&S, in their capacities as joint lead arrangers and joint book managers. 

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another, or an Approved Fund thereof. 

“Assignment and Assumption” means an assignment and assumption substantially in the form of Exhibit A. 

  
 2 








 “Attorney Costs” means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel. 
 “Attributable Indebtedness” when used with respect to any sale
and leaseback transaction, means, as at the time of determination, the present value (discounted at a rate equivalent to the Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded
on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of any Capital Leases included in any such sale and leaseback transaction. 

“Authorizations” has the meaning set forth for that term in Section 4.1. 

“Auto-Extension Letter of Credit” has the meaning set forth for that term in Section 2.5(c)(iii). 

“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. 
 “Bank” means each financial institution whose name is set forth in the signature pages of this Agreement and
each lender which may hereafter become a party to this Agreement pursuant to Section 11.8. 
 “Bank Insolvency Event” means
that (i) a Bank or its Parent Company is insolvent, (ii) a Bank or its Parent Company has become the subject of a Bail-In Action, or (iii) an event of the kind referred to in Section 9.1(j) occurs with respect to a Bank or its Parent Company
(as if the references in such provisions to the Borrower or Subsidiaries referred to such Bank or Parent Company). 
 “Base
Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the one month Eurodollar Rate plus 1.00% and (c) the rate of interest in effect for such day as publicly
announced from time to time by Citi as its “prime rate.” The “prime rate” is a rate set by Citi based upon various factors including Citi’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Citi shall take effect at the opening of business on the day specified in the public announcement of such
change. In no event shall the Base Rate as determined pursuant to the foregoing be less than zero percent (0%). 
 “Base Rate
Loan” means a Loan that bears interest based on the Base Rate. 
 “Base Rate Spread” means (i) from the Original
Closing Date to but excluding the Restatement Date, 1.75% and (ii) from and after the Restatement Date until the termination of the Commitments, 1.50%. 

“Borrower” means WCI Communities, Inc., a Delaware corporation, and its successors and permitted assigns. 

“Borrower Materials” has the meaning set forth in Section 7.1. 

“Borrowing Base” has the meaning set forth in Section 2.8(b). 

  
 3 








 “Borrowing Base Availability” means the lesser of (a) the difference of (1) the
Commitment minus (2) the Total Outstandings and (b) the difference of (1) the Borrowing Base minus (2) the Borrowing Base Indebtedness (including the Total Outstandings, but excluding the aggregate face amount of obligations under
Financial Letters of Credit that are Cash Collateralized or Letter of Credit Collateralized). Borrowing Base Availability will be calculated (i) in connection with the delivery of any Compliance Certificate pursuant to Section 7.2, as of the
end of the Fiscal Quarter or Fiscal Year to which such Compliance Certificate relates, and (ii) in connection with the incurrence of any Loan, the issuance of any Letter of Credit or the incurrence of any other Borrowing Base Indebtedness, in each
case, as of the end of the most recent Fiscal Quarter for which financial statements have been delivered (or were required to have been delivered) pursuant to Section 7.1(a) or (b) (or, to the extent more recent, the last fiscal month for which
internal financial statements are available), on a pro forma basis with such Loan, Letter of Credit or other Borrowing Base Indebtedness deemed to be incurred as of the end of such Fiscal Quarter or fiscal month, as applicable, at the time of such
computation. 
 “Borrowing Base Certificate” means a written calculation of the Borrowing Base, substantially in the form
of Exhibit B signed, on behalf of the Borrower by a Senior Officer of the Borrower. 
 “Borrowing Base Indebtedness”
means as of any date of determination, the aggregate principal amount of indebtedness for borrowed money (including, without limitation, the Senior Notes), and the aggregate face amount of obligations under Financial Letters of Credit that are not
Cash Collateralized or Letter of Credit Collateralized, of the Borrower and Subsidiaries; provided that Borrowing Base Indebtedness shall not include (i) Non-Recourse Indebtedness, (ii) the outstanding principal amount of any Subordinated
Obligations or (iii) all letters of credit issued under the Stonegate Agreement. 
 “Business Day” means any day other than
a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York, the state where the Administrative Agent’s Office is located and, if such day relates to any
Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market. 

“Capital Lease” means, with respect to any Person, a lease of any Property by that Person as lessee that is, or should be
recorded as a “capital lease” on a balance sheet of that Person prepared in accordance with Generally Accepted Accounting Principles in effect as of the Restatement Date. 

“Cash” means all monetary items (including currency, coin and bank demand deposits) that are treated as cash under
Generally Accepted Accounting Principles consistently applied. 
 “Cash Collateralize” has the meaning set forth in Section
2.5(g). 
 “Cash Equivalents” means, with respect to any Person, that Person’s Investments in: 

(a) marketable obligations with a maturity of one year or less issued or directly and fully guaranteed or insured by the United States of
America or any agency or instrumentality thereof; 
 (b) demand and time deposits and certificates of deposit or acceptances with a maturity
of one year or less (i) of any of the Banks or their respective Affiliates, (ii) of any other financial institution that (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the
Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the
Organization for Economic Cooperation and Development and is a member of the Federal Reserve System, (B) has combined capital 

  
 4 








 
and surplus of at least $100,000,000, and (C) is assigned at least an A-1 rating by Thompson Financial BankWatch or (iii) that are fully insured by the Federal Deposit Insurance Corporation,
including, for the avoidance of doubt, investments placed through the CDARS and ICS deposit placement program; 
 (c) commercial paper
maturing no more than 365 days from the date of acquisition thereof issued by a corporation that is not the Borrower or an Affiliate of the Borrower, and is organized under the laws of any State of the United States of America or the District of
Columbia and rated, at the time of acquisition, at least A-2 by S&P or at least P-2 by Moody’s or at least F2 by Fitch; 
 (d)
repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (a) above entered into with any commercial bank meeting the specifications of clause (b) above; and 

(e) investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses
(a) through (d) above. 
 “CDARS” means the Certificate of Deposit Account Registry Service. 

“CDD” means a community development district and/or community development authority or similar governmental or
quasi-governmental entity created under state or local statutes to encourage planned community development and to allow for the construction and maintenance of long-term infrastructure through alternative financing sources, including the tax-exempt
and/or the taxable bond markets. 
 “CDD Obligations” means Indebtedness and other obligations of the Borrower and its
Restricted Subsidiaries incurred with respect to CDDs and which are reflected as a liability on the balance sheet of the Borrower as required by GAAP. 

“CFC Subsidiary” means any Subsidiary of the Borrower that is: (a) a “controlled foreign corporation” within the
meaning of Section 957 of the Code, (b) a “domestic corporation” or “domestic partnership” within the meaning of Section 7701(a)(30) of the Code that has no material assets other than equity interests in one or more Subsidiaries
that are controlled foreign corporations within the meaning of Section 957 of the Code and that conduct no business other than holding such equity interests, and (c) disregarded as an entity separate from its owner under Treasury Regulations Section
301.7701-3 that has no material assets other than equity interests in one or more Subsidiaries described in parts (a) and (b) of this definition. 

“CGMI” means Citigroup Global Markets Inc. and its successors. 

“Change in Control” means, and shall be deemed to have occurred at such time as any of the following events shall occur: 

(a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Borrower (for the purposes of this clause (a), such other person shall be deemed to
beneficially own any Voting Stock of a Person held by any other Person (the “parent entity”), if such other person is the beneficial owner (as defined above in this clause (a)), directly or indirectly, of more than 50% of the voting
power of the Voting Stock of such parent entity); or 

  
 5 








 (b) the stockholders of the Borrower adopt a Plan of Liquidation or dissolution of the Borrower;
provided that a liquidation or dissolution of the Borrower which is part of a transaction that does not constitute a Change in Control pursuant to the proviso contained in clause (c) below shall not constitute a Change in Control; 

(c) the merger or consolidation of the Borrower with or into another Person or the merger of another Person with or into the Borrower, or the
sale of all or substantially all the assets of the Borrower and its Restricted Subsidiaries (determined on a consolidated basis) to another Person, except in each case to a Restricted Subsidiary of the Borrower; provided that a
transaction following which (A) in the case of a merger or consolidation transaction, one or more holders of securities that represented a majority of the Voting Stock of the Borrower immediately prior to such transaction (or other securities into
which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction
immediately after such transaction or (B) in the case of a sale of assets transaction, each transferee is or becomes an obligor in respect of the Obligations and a Subsidiary of the transferor of such assets, in each case, shall not constitute a
Change in Control; or 
 (d) a “Change in Control” (or analogous term) as defined in the Senior Notes Indenture or in any other
agreements governing any Indebtedness under which at least $25,000,000 is outstanding. 
 “Change in Law” means the
occurrence, after the Restatement Date, of any of the following: 
 (a) the adoption or taking effect of any Law; 

(b) any change in any Law or in the administration, interpretation or application thereof by any Governmental Agency; or 

(c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Agency. 

Notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines or directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

“Change in Status” means, with respect to any Guarantor Subsidiary, (a) such Guarantor Subsidiary ceases to be a Subsidiary
of the Borrower as a result of a transaction permitted under this Agreement or (b) the designation by the Borrower that such Guarantor Subsidiary is not required to be a Guarantor Subsidiary under the definition thereof. 

“Citi” means Citibank, N.A. and its successors. 

“Code” means the Internal Revenue Code of 1986, as amended and as in effect from time to time. 

“Commission” means the Securities and Exchange Commission and any successor commission. 

“Commitment” means, subject to Sections 2.6 and 2.7, $115,000,000. The Pro Rata Shares of the Banks, on the Restatement Date,
with respect to the Commitment are set forth in Schedule 1.1. 

  
 6 








 “Compensation Period” has the meaning set forth for that term in Section
3.14(b). 
 “Compliance Certificate” means a compliance certificate in the form of Exhibit C signed, on behalf of
the Borrower, by a Senior Officer of the Borrower. 
 “Connection Income Taxes” means Connection Taxes that are imposed on
or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Connection Taxes”
means with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a
party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan
Document). 
 “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, (a) plus,
without duplication, (i) any extraordinary loss reflected in such Consolidated Net Income (including the amount of net loss resulting from the payment of any premiums, fees or similar amounts that are required to be paid under the terms of the
instruments governing any Indebtedness upon the repayment, prepayment or other extinguishment of such Indebtedness, in accordance with the terms of such Indebtedness), and (ii) Consolidated Interest Expense for such period, and (iii) the aggregate
amount of federal, state and foreign income taxes payable by the Borrower and its Restricted Subsidiaries for such period, and (iv) depreciation, impairment charges for inventory, goodwill and similar items, amortization of goodwill and other
intangible assets, non-cash compensation expense and all other non-cash expenses of the Borrower and its Restricted Subsidiaries for such period, and (v) litigation costs and expenses for non-ordinary course litigation (and in the case of the
foregoing items (ii), (iii), (iv), and (v) only to the extent deducted in the determination of Consolidated Net Income for such period), (b) minus, without duplication, (i) consolidated interest income of the Borrower and its Restricted
Subsidiaries for such period, and (ii) any extraordinary gain reflected in such Consolidated Net Income, in each of the foregoing cases as determined in accordance with Generally Accepted Accounting Principles consistently applied. 

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA
for the 12 month period ending on such date to (b) Consolidated Interest Incurred for the 12 month period ending on such date. 

“Consolidated Interest Expense” means, for any period, the consolidated interest expense (including capitalized interest and
other charges amortized to cost of sales and including all other non-cash interest expense, but excluding interest of a Loan Party to another Loan Party); provided, however, that any non-cash interest expenses or income attributable to
movement in the mark-to-market valuation of Swap Contracts or other derivative instruments pursuant to GAAP shall be excluded from the calculation of Consolidated Interest Expense) of Loan Parties and their Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Interest Incurred” means, for any period, the
aggregate amount (without duplication and determined in each case in accordance with GAAP) of interest (excluding interest of a Loan Party to another Loan Party) incurred, whether such interest was expensed or capitalized, paid, accrued, or
scheduled to be paid or accrued during such period by any of the Loan Parties and their Subsidiaries during such period, including (a) the interest portion of all deferred payment obligations and (b) all commissions, discounts, and other fees and
charges (excluding premiums) owed with respect to bankers’ acceptances and letter of credit financings (including, without limitation, letter of credit fees) 

  
 7 








 
and Swap Contracts, in each case to the extent attributable to such period; provided, however, that the Consolidated Interest Incurred of the Restricted Subsidiaries shall only be
included in the amount of the Loan Parties’ pro-rata share of interest; and provided further, that any non-cash interest expenses or income attributable to movement in the mark-to-market valuation of Swap Contracts or other
derivative instruments pursuant to GAAP shall be excluded from the calculation of Consolidated Interest Incurred) of Loan Parties and their Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. For
purposes of this definition, interest on Capital Leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capital Leases in accordance with GAAP. 

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total
Indebtedness net of Unrestricted Cash on that date in excess of $10,000,000 plus, to the extent the Borrower cannot meet the requirements of Section 6.11(b), the amount necessary to enable the Borrower to meet the requirements of Section
6.11(a) to (b) the sum of (i) Consolidated Total Indebtedness net of Unrestricted Cash on that date in excess of $10,000,000 plus, to the extent the Borrower cannot meet the requirements of Section 6.11(b), the amount necessary to
enable the Borrower to meet the requirements of Section 6.11(a) and (ii) Consolidated Tangible Net Worth on that date determined in accordance with Generally Accepted Accounting Principles consistently applied. 

“Consolidated Net Income” means, for any period, the net income of the Borrower and its Restricted Subsidiaries on a
consolidated basis determined in accordance with Generally Accepted Accounting Principles consistently applied. 
 “Consolidated Net
Tangible Assets” means, as of any date, the total amount of assets of the Borrower and its Restricted Subsidiaries on a consolidated basis at the end of the Fiscal Quarter immediately preceding such date for which financial statements under
Section 7.1 have been delivered (or have been required to have been delivered), as determined in accordance with GAAP, less (1) Intangible Assets and (2) any assets securing Non-Recourse Indebtedness up to the aggregate principal amount of such
Non-Recourse Indebtedness. 
 “Consolidated Net Worth” means, with respect to any Person as of any date, the consolidated
stockholders’ equity of such Person and its Restricted Subsidiaries, determined on a consolidated basis at the end of the Fiscal Quarter immediately preceding such date for which financial statements under Section 7.1 have been delivered (or
have been required to have been delivered), as determined in accordance with GAAP, less (without duplication) (1) any amounts thereof attributable to Disqualified Equity Interests of such Person or its Restricted Subsidiaries or any amount
attributable to Unrestricted Subsidiaries and (2) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made within twelve months after the acquisition of such
business) subsequent to the Restatement Date in the book value of any asset owned by such Person or a Restricted Subsidiary of such Person. 

“Consolidated Tangible Net Worth” means, with respect to any Person as of any date, the Consolidated Net Worth of such Person
and its Restricted Subsidiaries determined on a consolidated basis at the end of the Fiscal Quarter immediately preceding such date for which financial statements under Section 7.1 have been delivered (or have been required to have been delivered),
less (without duplication) all Intangible Assets of such Person and its Restricted Subsidiaries determined on a consolidated basis at the end of the Fiscal Quarter immediately preceding such date for which financial statements under Section 7.1 have
been delivered (or have been required to have been delivered). 
 “Consolidated Total Indebtedness” means, as of any date
of determination, all Indebtedness and any drawn Performance Letters of Credit not reimbursed when due and not Cash Collateralized or Letter 

  
 8 








 
of Credit Collateralized, of the Borrower and its Restricted Subsidiaries on a consolidated basis on that date (without duplication for any guaranty by the Borrower of a Restricted
Subsidiary’s Indebtedness or any guaranty by a Restricted Subsidiary of either the Borrower’s or another Restricted Subsidiary’s Indebtedness or otherwise). 

“Contingent Guaranty Obligation” means, with respect to any Person, any agreement, undertaking or arrangement by which such
Person guarantees, endorses (other than for collection or deposit in the ordinary course of business), contingently agrees to purchase or provide funds for the payment of, or otherwise is contingently liable upon, the Indebtedness of any other
Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person to enable such Person to pay Indebtedness, or otherwise assures any creditor with respect to Indebtedness of such other Person against
loss with respect to payment of such Indebtedness, including, without limitation, any such agreement, undertaking or arrangement in the form of a comfort letter, operating agreement, take-or-pay contract or “put” agreement; provided
that a “bad boy”, “bad acts” or completion guarantee or similar arrangement shall not constitute a Contingent Guaranty Obligation except to the extent of the principal amount then due and payable thereunder. The amount of any
Contingent Guaranty Obligation of a Person shall be deemed to be (1) in the event the terms of such Contingent Guaranty Obligation provide that such Person shall be liable for a fixed portion of the principal amount of the related primary
Indebtedness and such Indebtedness has a stated or determinable principal amount, an amount equal to such fixed portion and (2) in the event the principal amount of the related primary Indebtedness is not stated or determinable or the terms of such
Contingent Guaranty Obligation do not provide that such Person shall be liable for a fixed portion of such principal, an amount equal to the maximum reasonably anticipated liability which is likely to be paid by such Person in respect of such
principal as determined by such Person in good faith; provided, however, that if any Person is liable severally but not jointly and severally with one or more other obligors under any Contingent Guaranty Obligation, the amount of such
Contingent Guaranty Obligation shall be the product of (x) the amount determined as set forth above and (y) the maximum percentage of the aggregate liability in respect of principal under such Contingent Guaranty Obligation with respect to which
such Person is severally liable. 
 “Contractual Obligation” means, as to any Person, any provision of any outstanding
Securities issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound, other than, in the case of the Borrower and its Restricted Subsidiaries, any of
the Loan Documents. 
 “Core Businesses” means (i) any businesses engaged in by the Borrower and its Subsidiaries on the
Restatement Date, (ii) any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses described in clause (i) of this definition, (iii) any
business in the homebuilding, real estate development or community planning industries and (iv) commercial real estate development, brokerage and the sale or rental of homes and other real estate activities, including the provision of mortgage
financing, title insurance or homeowners’ insurance. 
 “Customary Closing Costs” means the reasonable and customary
closing costs and commissions paid for at the time of the closing of the sale of the Tower Units, not to exceed in the aggregate six percent (6%) of the gross sales price of each such Tower Unit. 

“Customer Deposit Liabilities” means collectively, the escrow deposits, down payments or earnest money deposited by
purchasers pursuant to Tower Purchase Contracts. 
 “Debt Rating” means, as of any date of determination, the rating as
determined by a Rating Agency of the Borrower’s non-credit-enhanced, senior unsecured long-term debt. 

  
 9 








 “Debtor Relief Laws” means the Bankruptcy Code of the United States of America,
as amended from time to time, and all other applicable liquidation, conservatorship, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally. 

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

“Default Rate” has the meaning set forth for that term in Section 3.7. 

“Defaulting Bank” means, at any time, a Bank that (i) has failed for two Business Days or more to comply with its obligations
under this Agreement to make a Loan or make a payment to an Issuing Bank in respect of an L/C Advance or pay any other amount required to be paid by it under the Loan Documents (each a “funding obligation”), unless such Bank
notifies the Administrative Agent and the Borrower in writing prior to the date on which such Bank would become a Defaulting Bank for failure to satisfy its funding obligation pursuant to this clause (i) that such failure is the result of such
Banks’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (ii) has notified in
writing the Borrower, the Administrative Agent or any Issuing Bank, or has stated publicly, that it does not intend or expect to comply with any such funding obligation (unless such writing or public statement relates to such Bank’s obligation
to fund a Loan hereunder and states that such position is based on such Bank’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (iii) has defaulted on its funding obligations under any other loan agreement or credit agreement or other similar agreement, (iv) for three or more Business Days after written request of the
Administrative Agent or the Borrower, fails to provide a written certification that it will comply with its prospective funding obligations hereunder (provided that such Bank will cease to be a Defaulting Bank pursuant to this clause (iv) upon the
Administrative Agent’s and the Borrower’s receipt of such written confirmation), or (v) as to which a Bank Insolvency Event has occurred and is continuing with respect to such Bank or such Bank’s Parent Company; provided that
neither the reallocation of funding obligations provided for in Section 10.13 as a result of a Bank being a Defaulting Bank nor the performance by Non-Defaulting Banks of such reallocated funding obligations shall by themselves cause the relevant
Defaulting Bank to become a Non-Defaulting Bank; provided further that in each case, a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any Equity Interest in that Bank or any direct or indirect
parent company thereof by a Governmental Agency so long as such ownership interest does not result or provide such Bank 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 Bank (or such Governmental Agency) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Bank. Any determination by the Administrative Agent that a Bank is a Defaulting
Bank under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Bank will be deemed to be a Defaulting Bank upon notification of such determination by the Administrative Agent to the Borrower, the
Issuing Banks, and the Banks. 
 “Designated Deposit Account” means a demand deposit account from time to time designated
by the Borrower by written notification to the Administrative Agent. 
 “Designation” has the meaning set forth for that
term in Section 6.17.
 “Designation Amount” has the meaning set forth for that term in Section 6.17.

“Developed Lots” means subdivision lots located in the United States that are wholly owned by the Borrower or its Restricted
Subsidiaries (unencumbered by a Lien or Liens, other than Liens permitted 

  
 10 








 
under Section 6.7; provided that the principal amount of Indebtedness for borrowed money secured by such Liens is included in Borrowing Base Indebtedness for the purpose of calculating the
Borrowing Base Availability), and that are subject to a recorded plat or subdivision map or similar zoning and development restrictions, in substantial compliance with all applicable Laws and available for the construction thereon of foundations for
Residential Units or Tower Construction Projects. 
 “Direct Costs” means with respect to the construction of any
condominium development, the book value of the land plus the actual or projected costs reasonably anticipated by the Borrower of personal property, and all labor, materials, fixtures, machinery and equipment required to construct, equip and complete
the improvements in accordance with the plans and specifications therefor. 
 “Disposition” means the sale, transfer,
license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests (other than directors’ qualifying shares or other shares required by applicable Law) in a Restricted Subsidiary) of
any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person that, by their terms, or by
the terms of any related agreement or of any security into which they are convertible, puttable or exchangeable, are, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the
option of the holder thereof, or mature or are mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the final Maturity Date; provided, however,
that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or
repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that are not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be
Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided further, however, that any
Equity Interests that would constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to
require the Borrower to redeem such Equity Interests upon the occurrence of a change in control or asset sale occurring prior to the Maturity Date shall not constitute Disqualified Equity Interests if the change in control or asset sale provisions
applicable to such Equity Interests specifically provide that the Borrower will not redeem any such Equity Interests pursuant to such provisions prior to the Maturity Date. 

“Distribution” means, with respect to any shares of capital stock or any warrant or right to acquire shares of capital stock
or any other equity security issued by a Person, (a) the retirement, redemption, purchase, or other acquisition for value (other than for capital stock or other equity securities of the same type of such Person) by such Person of any such security,
(b) the declaration or payment by such Person of any dividend in Cash or in Property (other than in capital stock or other equity securities of the same type of such Person) on or with respect to any such security, and (c) any Investment by such
Person in any holder of 5% or more of the capital stock (or other equity securities) of such Person, if a purpose of such Investment is to avoid the characterization of the transaction between such Person and such holder as a Distribution under
clause (a) or (b) above. In addition, to the extent any loan or advance by the Borrower to one of its Restricted Subsidiaries is deemed to be an “Investment” for purposes of this Agreement, then any principal payment made by such
Restricted Subsidiary in respect of such loan or advance shall be considered a Distribution for purposes of Section 6.12. 

“Dollars” means the national currency of the United States of America. 

  
 11 








 “Domestic Subsidiary” means any Restricted Subsidiary of the Borrower that was
formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Borrower or any Guarantor Subsidiary. 

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

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

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

“Eligible Assignee” means: (a) a Bank; (b) an Affiliate of a Bank; (c) an Approved Fund; and (d) a financial institution that
has, or is a wholly-owned subsidiary of a parent company that has, (i) an unsecured long-term debt rating of not less than BBB+ from S&P or Baa1 from Moody’s (or BBB+ from S&P and Baa1 from Moody’s if both agencies issue ratings of
its unsecured long-term debt) and (ii) if its unsecured short-term debt is rated, an unsecured short-term debt rating of not less than A2 from S&P or P2 from Moody’s (or A2 from S&P and P2 from Moody’s if both agencies issue
ratings of its unsecured short-term debt); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (y) any Defaulting Bank or any
Bank which has, or such Bank’s Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency or any of their respective subsidiaries, or any Person who, upon becoming a Bank
hereunder, would constitute any of the foregoing Persons described in this clause (y) or (z) any natural person or entities formed, owned or operated for the primary benefit of a natural person or his or her family members or relatives. 

“Engagement Letter” means the Engagement Letter, dated as of December 2, 2015, by and between the Borrower and CGMI. 

“Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock, preferred
stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however
designated) such shares or other interests in such Person. 
 “ERISA” means, at any date, the Employee Retirement Income
Security Act of 1974, as amended, and the regulations thereunder, all as the same shall be in effect at such date. 
 “ERISA
Affiliate” means any Person (or any trade or business, whether or not incorporated) that is under common control with the Borrower within the meaning of Section 414 of the Code. 

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a 

  
 12 








 
cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) by the
Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in “reorganization” (within the meaning of Section 4241 of ERISA), “insolvency” (within the meaning of Section 4245 of ERISA),
or “endangered” or “critical status” (within the meaning of Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; (g) a
determination that any Pension Plan is, or is expected to be in “at-risk” status (as defined in Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code); (h) the failure by the Borrower or any ERISA Affiliate to meet the funding
requirements of Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA with respect to any Pension Plan, whether or not waived, or the failure to make by its due date a required installment under Section 430(j) of the Code or Section
303(j) of ERISA with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (i) 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 Pension Plan; or (j) the imposition of a Lien upon the assets of the Borrower or any ERISA Affiliate pursuant to the Code or ERISA with respect to any Pension Plan. 

“Escrow Deposits” means all earnest money, escrow deposits, additional deposits, or good faith deposits required from the
purchasers under Tower Purchase Contracts. 
 “Escrow Receivables” means, as of any date of determination, the amounts due
to the Borrower or any Restricted Subsidiary and held at an escrow or title company (including an escrow or title company that is a Restricted Subsidiary of the Borrower) following the sale and conveyance of title of a Model Home or Residential Unit
to a buyer to the extent that such amounts are free and clear of all Liens other than Liens permitted under Section 6.7(u) and under clause (t)(i) of the definition of Permitted Encumbrances. 

“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 made by a Bank to fund its Pro
Rata Share of a Eurodollar Rate Loan. 
 “Eurodollar Base Rate” has the meaning set forth in the definition of Eurodollar
Rate. 
 “Eurodollar Rate” means for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum
determined by the Administrative Agent pursuant to the following formula: 
  

							
		 	Eurodollar Rate =	  	Eurodollar Base Rate	 	
		 		  	1.00 – Eurodollar Reserve Percentage	 	

 Where, “Eurodollar Base Rate” means, for such Interest Period, the London interbank offered rate as
administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in
the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate 

  
 13 








 
page of such other information service that publishes such rate as shall be selected by the Agent from time to time in its reasonable discretion) (in each case, the “LIBOR Screen
Rate”) at approximately 11:00 a.m., London time, 2 Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;
provided that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the “Impacted Interest Period”), then the Eurodollar Base Rate for such Interest Period shall be the Interpolated Rate. In no
event shall the Eurodollar Rate as determined pursuant to the foregoing be less than zero percent (0%). 
 “Eurodollar Rate
Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate. 
 “Eurodollar Rate Spread” means
(i) from the Original Closing Date to but excluding the Restatement Date, 2.75% and (ii) from and after the Restatement Date until the termination of the Commitments, 2.50%. 

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a
decimal, carried out to 5 decimal places) in effect on such day, whether or not applicable to any Bank, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically
as of the effective date of any change in the Eurodollar Reserve Percentage. 
 “Event of Default” has the meaning provided
in Section 9.1. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient made by or on account of any obligation of the Borrower hereunder, 
 (a) Taxes imposed on or
measured by net income (however denominated), franchise Taxes and branch profits taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Bank, its
applicable Lending Office located in the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Connection Taxes; 

(b) in the case of a Bank (i) United States federal withholding (including backup withholding) Taxes imposed on amounts payable to or for the
account of such Bank with respect to an applied interest in a Loan or Commitment pursuant to a Law in effect at the time such Bank acquires such interest in the Loan or Commitment (other than with respect to an assignee pursuant to a request by the
Borrower under Section 11.27), or designates a new Lending Office, except in either case, to the extent that such Bank (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional
amounts from the Borrower under Section 3.10 with respect to such Taxes, or (ii) is attributable to such Bank’s failure or inability to comply with Section 3.10(e); and 

(c) any United States federal withholding Taxes imposed under FATCA. 

“Exposure” means for any Bank, as of any date of determination, the product obtained by multiplying that Bank’s then
effective Pro Rata Share by the then effective Commitment. 

  
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 “Extension Notice” has the meaning provided in Section 2.4. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the Restatement Date (or any amended or successor version), any
current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code and any applicable inter-governmental agreements with respect thereto and laws enacting such inter-governmental
agreements. 
 “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by a Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citi on such day on such transactions as determined by the Administrative
Agent. In the event the Federal Funds Rate as determined pursuant to the foregoing shall be less than zero percent (0%), such rate shall be deemed to be zero percent (0%) for purposes of this Agreement. 

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America, or any
successor thereto. 
 “Fee Letter” means that certain Fee Letter, dated as of December 2, 2015, by and between the Borrower
and CGMI. 
 “Financial Letter of Credit” means any letter of credit issued by an issuer for the account of the Borrower or
a Restricted Subsidiary that represents an irrevocable obligation on the part of the issuer to make payment on account of any indebtedness with respect to which the Borrower or a Restricted Subsidiary is liable in the event that the Borrower or
Restricted Subsidiary fails to fulfill its financial obligations to the beneficiary. 
 “Fiscal Quarter” means each of the
fiscal quarters of the Borrower ending on each March 31, June 30, September 30 and December 31. 
 “Fiscal Year” means each
of the fiscal years of the Borrower ending on each December 31. 
 “Fitch” means Fitch Ratings, Inc. and any successor
thereto. 
 “Foreign Bank” means any Bank that is organized under the laws of a jurisdiction other than that in which the
Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“Foreign Subsidiary” means, with respect to any Person, a Subsidiary of that Person which is not a Domestic Subsidiary and
which is a controlled foreign corporation as defined in Section 957 of the Code. 
 “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. 

  
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 “GAAP Value” means, with respect to any property or asset, the book value for
such property or asset determined in accordance with Generally Accepted Accounting Principles consistently applied. 
 “Generally
Accepted Accounting Principles” (or “GAAP”) means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States as in effect on
the Restatement Date. The term “consistently applied,” as used in connection therewith, means that the accounting principles applied to financial statements of a Person as of any date or for any period are consistent in all
material respects (subject to Section 1.2) to those applied to financial statements of that Person as of recent prior dates and for recent prior periods. 

“Governmental Agency” means (a) any federal, state, county or municipal government, or political subdivision thereof, (b) any
governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, (c) any court or administrative tribunal, or (d) any arbitration tribunal or other non-governmental authority to whose
jurisdiction a Person has consented, in each case whether of the United States of America or any other nation. 
 “Guarantor
Subsidiary” means each wholly owned Restricted Subsidiary of the Borrower, but excluding each Unrestricted Subsidiary, Immaterial Subsidiary, Mortgage Subsidiary, Foreign Subsidiary and CFC Subsidiary; provided that the assets of all
Immaterial Subsidiaries that are not required to be Guarantor Subsidiaries shall not in the aggregate exceed 7.5% of the Consolidated Net Tangible Assets of the Borrower and its Restricted Subsidiaries, in each case measured as of the end of the
previous Fiscal Year. 
 “Hard Costs” means, with respect to any Tower Construction Project, Direct Costs less the book
value of the land and the amount of any contingency reserve in the construction budget for such Tower Construction Projects. 

“Hazardous Materials” means substances defined as “hazardous substances” pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., or as “hazardous”, “toxic” or “pollutant” substances or as “solid waste” pursuant to the Hazardous Materials
Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., or as “friable asbestos-containing material” pursuant to the Toxic Substances Control Act, 15 U.S.C. §
2601 et seq. or any other applicable Hazardous Materials Law, in each case as such Laws are amended from time to time. 
 “Hazardous
Materials Laws” means all Laws governing the use, generation, manufacture, production, storage, release, threatened release, discharge, treatment, transportation or disposal or presence of Hazardous Materials applicable to any real Property
of the Borrower or its Subsidiaries. 
 “ICS” means Insured Cash Sweep. 

“IFRS” has the meaning set forth in Section 1.2. 

“Immaterial Subsidiary” means, at any date of determination, each Restricted Subsidiary of the Borrower, whose total assets
as of the last day of the then most recently ended Fiscal Quarter for which internal financial statements are available were less than $20,000,000 determined in accordance with Generally Accepted Accounting Principles. 

  
 16 








 “Impacted Interest Period” has the meaning set forth in the definition of
“Eurodollar Rate”. 
 “Increasing Bank” has the meaning set forth in Section 2.7(a). 

“Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed
money, (b) that portion of the obligations of such Person under Capital Leases that should properly be recorded as a liability on a balance sheet of that Person prepared in accordance with Generally Accepted Accounting Principles as in effect on the
Restatement Date, (c) any obligation of such Person that is evidenced by a promissory note, bond, indenture or other instrument representing an extension of credit to such Person, whether or not for borrowed money, (d) any obligation of such Person
for the deferred purchase price of Property or services (other than trade or other accounts payable incurred in the ordinary course of business (but specifically excluding from such exception the deferred purchase price of any owned real property);
provided, however, that Indebtedness shall not include obligations with respect to options to purchase real property that have not been exercised), (e) any obligation of the types referred to in clauses (a) through (d) above, whether
or not assumed, that is secured by a Lien on assets of such Person, whether or not that Person has assumed such obligation or whether or not such obligation is non-recourse to the credit of such Person, but only to the extent of the fair market
value of the assets so subject to the Lien if such obligation is nonrecourse, (f) obligations of such Person arising under banker or other acceptance facilities or under facilities for the discount of accounts receivable of such Person, (g) any
obligation of such Person under Financial Letters of Credit issued for the account of such Person to the extent not Cash Collateralized or Letter of Credit Collateralized, (h) net obligations of such Person under any Swap Contract, (i) Contingent
Guaranty Obligations, (j) obligations of such Person to purchase securities or other property arising out of or in connection with the sale of the same or substantially similar securities or property, (k) liabilities and obligations under any
receivables sales transactions, (l) Attributable Indebtedness and (m) the liquidation value of preferred stock of a Restricted Subsidiary of such Person issued and outstanding and held by any Person other than such Person (or one of its wholly-owned
Restricted Subsidiaries); provided, however, that in no event shall Indebtedness include CDD Obligations. Notwithstanding the foregoing, none of the items described in the foregoing clauses (a) through (k) between or among the
Borrower and/or any of its Restricted Subsidiaries shall constitute Indebtedness for purposes of Sections 6.9, 6.10 and 6.11 or the definitions used therein. 

“Indemnified Liabilities” has the meaning set forth in Section 11.10. 

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

“Indemnitees” has the meaning set forth in Section 11.10. 

“Indirect Costs” means, with respect to each Tower Construction Project, title insurance premiums, survey charges,
engineering fees, architectural fees, real estate taxes, appraisal costs, commitment fees and interest payable under the related Indebtedness, premiums for other insurance, marketing, advertising and leasing costs, brokerage commissions, legal fees,
accounting fees, construction inspector fees, permit and other governmental fees and charges, impact fees, utility access or connection fees, overhead and administrative costs, and all other expenses actually incurred or reasonably anticipated to be
incurred by the Borrower and which are expenditures relating to such Tower Construction Project but are not Direct Costs. 

“Information” has the meaning set forth in Section 11.12. 

  
 17 








 “Intangible Assets” means, with respect to any Person, all unamortized debt
discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses, write-ups of assets over their carrying value (other than write-ups which
occurred prior to the Restatement Date and other than, in connection with the acquisition of an asset, the write-up of the value of such asset to its fair market value in accordance with GAAP on the date of acquisition) and all other items which
would be treated as intangibles on the consolidated balance sheet of such Person prepared in accordance with GAAP. 
 “Interest
Period” means, as to each Eurodollar Rate Loan, a period of 1, 2, 3 or 6 months, as designated by the Borrower; provided that (a) the first day of each Interest Period must be a Business Day, (b) any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in the next calendar month, in which case the Interest Period shall end on the next preceding Business Day, and
(c) no Interest Period may extend beyond the Maturity Date. 
 “Interpolated Rate” means, at any time, for any Interest
Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen
Rate for the longest period (for which the LIBOR Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is
available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time. 

“Investment” means, with respect to any Person, any investment by that Person, whether by means of purchase or other
acquisition of capital stock or other Securities of any other Person or by means of loan, advance, capital contribution, or other debt or equity participation or interest in any other Person, including any partnership or joint venture
interest in any other Person; provided that an Investment of a Person shall not include any trade or account receivable arising in the ordinary course of the business of such Person, whether or not evidenced by a note or other
writing. The amount of any Investment shall be the amount actually invested, less any return of capital, without adjustment for subsequent increases or decreases in the market value of such Investment. In addition, the Designation of any
Subsidiary as an Unrestricted Subsidiary shall be deemed to be an Investment in an amount equal to the Designation Amount as determined in accordance with Section 6.17. For the avoidance of doubt, the acquisition by the Borrower and its Subsidiaries
of personal property, real property and interests in real property in the ordinary course of their respective businesses shall not be considered an Investment. 

“IRS” means the United States Internal Revenue Service. 

“ISP98” has the meaning set forth in Section 2.5(h). 

“Issuing Bank” means any Bank in its capacity as an issuer of Letters of Credit hereunder up to its Issuing Bank’s L/C
Limit. As of the Closing Date, each Bank party hereto is an Issuing Bank. 
 “Issuing Bank’s L/C Limit” means, with
respect to any Bank which is also an Issuing Bank at any time, an amount equal to the product of such Bank’s Pro Rata Share multiplied by the L/C Limit, or such higher or lower amount as shall be agreed by such Bank at the request of the
Borrower. Such Bank or the Borrower shall notify the Administrative Agent of any such change in the Issuing Bank’s L/C Limit of such Bank. 

“Joint Venture” means any Person, other than a Subsidiary, (a) in which the Borrower or any Restricted Subsidiary of the
Borrower holds an equity Investment which entitles the Borrower or such 

  
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Restricted Subsidiary to more than 10% of (i) the ordinary voting power for the election of the board of directors or other governing body of such Person or (ii) the partnership, membership or
other ownership interest in such Person, and (b) which has at least one holder of its equity interests that is not any Subsidiary of the Borrower. 

“L/C Advance” means, with respect to each Bank, such Bank’s funding of its participation in any L/C Borrowing in
accordance with its Pro Rata Share. 
 “L/C Borrowing” means an extension of credit resulting from a drawing under a Letter
of Credit which has not been reimbursed on the date required or refinanced as a Loan. 
 “L/C Limit” means $75,000,000.

 “Land Held for Future Development” means, as of any date of determination, Land Parcels (unencumbered by a Lien or
Liens, other than Liens permitted under Section 6.7; provided that the principal amount of Indebtedness for borrowed money secured by such Liens is included in Borrowing Base Indebtedness for the purpose of calculating the Borrowing Base
Availability) where development activity has been suspended or has not yet begun, but is expected by the Borrower in good faith to occur in the future. 

“Land Parcels” means parcels of land located in the United States wholly owned by the Borrower or any Restricted Subsidiary
that are unencumbered by any Lien or Liens (other than Permitted Encumbrances). 
 “Laws” means, collectively, all foreign,
federal, state and local statutes, treaties, codes, ordinances, rules, regulations and controlling precedents of any Governmental Agency. 

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

“Letter of Credit” means any of the standby letters of credit issued, in Dollars, by an Issuing Bank under the Commitment
pursuant to Section 2.5, either as originally issued or as the same may be supplemented, modified, amended, renewed, extended or supplanted. A Letter of Credit shall be a Financial Letter of Credit or a Performance Letter of Credit. 

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the
form, from time to time, that is in use by an Issuing Bank. 
 “Letter of Credit Collateralize” has the meaning set forth
in Section 2.5(g). 
 “Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn face amount of
outstanding Letters of Credit plus the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings. 
 “LIBOR
Screen Rate” has the meaning set forth in the definition of “Eurodollar Rate”. 
 “Lien” means any
mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, lien or charge of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any Property, including any
agreement to grant any of the foregoing (other than an agreement which gives to a Person the right to become equally and ratably secured with any other Person to whom a Lien is granted on any item of Property) any conditional sale or


  
 19 








 
other title retention agreement, any lease in the nature of a security interest, or the filing of or agreement to give any financing statement (other than a precautionary financing statement with
respect to a lease that is not in the nature of a security interest) under the Uniform Commercial Code or comparable Law of any jurisdiction with respect to any Property. Notwithstanding the foregoing, in no event shall an operating lease or
any filing with respect thereto be deemed to constitute a Lien. 
 “Liquidity” means at any time, without duplication, the
sum of (a) all Unrestricted Cash held by the Borrower and its Restricted Subsidiaries plus (b) the Borrowing Base Availability plus (c) the aggregate amounts available to be utilized by the Borrower under the Stonegate Agreement. 

“Loans” means the aggregate of the Advances made at any one time by the Banks pursuant to Article II. 

“Loan Documents” means, collectively, this Agreement, the Engagement Letter, the Fee Letter, the Notes, the Letters of
Credit, Letter of Credit Applications, the Subsidiary Guaranty, any Loan Notice, any Request for Letter of Credit, any Compliance Certificate, any Borrowing Base Certificate and any other instruments, documents or agreements of any type or nature
hereafter executed and delivered by the Borrower or any of its Restricted Subsidiaries or Affiliates to the Administrative Agent or any other Bank pursuant to this Agreement, in each case either as originally executed or as the same may from time to
time be supplemented, modified, amended, restated, extended or supplanted. 
 “Loan Notice” means a notice of (a) a request
for a Loan, (b) a conversion of Loans from one Type to the other or (c) a continuation of Eurodollar Rate Loans and, if in writing, shall be substantially in the form of Exhibit D. 

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

“Lots Under Development” means, as of any date of determination, Land Parcels (unencumbered by a Lien or Liens, other than
Liens permitted under Section 6.7; provided that the principal amount of Indebtedness for borrowed money secured by such Liens is included in Borrowing Base Indebtedness for the purpose of calculating the Borrowing Base Availability) that are
being developed into Developed Lots. For the avoidance of doubt, in no event shall Lots Under Development include any Land Held for Future Development. 

“Margin Stock” shall have the meaning assigned to such term in Regulation U of the Federal Reserve Board, or any successor
thereto. 
 “Material Adverse Effect” means any one or more events, developments or circumstances which, individually or
when aggregated with any other circumstances or events, has had or would reasonably be expected to have a material adverse effect on (i) the business, performance, property, condition (financial or otherwise) or results of operations of the Borrower
and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its payment or other material obligations under the Loan Documents or (iii) the validity or enforceability against the Borrower or any other Loan Party of any
material obligations of the Borrower or any other Loan Party under the Loan Documents or the rights or remedies of the Administrative Agent and the Banks thereunder. 

“Material Amount of Assets” means, as of any date of determination, more than 5.0% of the consolidated total assets of the
Borrower and its Restricted Subsidiaries as of such date. 
 “Maturity Date” means February 9, 2020. 

  
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 “Maturity Extension” has the meaning provided in Section 2.4. 

“MLPF&S” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors. 

“Model Homes” means Residential Units (unencumbered by a Lien or Liens, other than Liens permitted under Section 6.7;
provided that the principal amount of Indebtedness for borrowed money secured by such Liens is included in Borrowing Base Indebtedness for the purpose of calculating the Borrowing Base Availability) which have been completed, furnished and
landscaped and are used in the marketing efforts with respect to a residential home community. 
 “Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto. 
 “Mortgage Subsidiary” means any Subsidiary of the
Borrower engaged primarily in the mortgage origination and lending business. 
 “Multiemployer Plan” means any
“employee benefit plan” (as defined in Section 3(3) of ERISA) of a type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions. 

“Net Sale Proceeds” means the gross sales price of each unreleased Tower Unit less Customary Closing Costs and the portion of
the Escrow Deposits for such Tower Unit which are allowed to be used in accordance with applicable law to fund a portion of the Tower Construction Project Costs of the applicable improvements. 

“New Bank” has the meaning set forth in Section 2.7(a). 

“Non-Complying Bank” has the meaning set forth in Section 11.27. 

“Non-Consenting Bank” has the meaning set forth in Section 11.27. 

“Non-Defaulting Bank” means, at any time, a Bank that is not a Defaulting Bank. 

“Non-Extension Notice Date” has the meaning set forth for that term in Section 2.5(c)(iii). 

“Non-Recourse Indebtedness” with respect to any Person means Indebtedness of such Person for which (1) the sole legal
recourse for collection of principal and interest on such Indebtedness is against the specific property identified in the instruments evidencing or securing such Indebtedness and such property was acquired, in whole or in part, directly or
indirectly (including through the purchase of Equity Interests of the Person owning such property), with the proceeds of such Indebtedness or such Indebtedness was incurred within 365 days after the direct or indirect acquisition of such property,
including through the purchase of Equity Interests of the Person owning such property, and (2) no other assets of such Person may be realized upon in collection of principal or interest on such Indebtedness. Indebtedness that is otherwise
Non-Recourse Indebtedness will not lose its character as Non-Recourse Indebtedness because there is recourse to the Borrower, any Guarantor Subsidiary or any other Person for (a) environmental warranties, covenants or indemnities, (b) indemnities
for and liabilities arising from fraud, misrepresentation, misapplication or non-payment of rents, profits, deposits, insurance and condemnation proceeds and other sums actually received by the obligor from secured assets to be paid to the lender,
waste and mechanics’ liens, breach of separateness covenants, and other customary exceptions or (c) similar customary “bad-boy” guarantees. 

  
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 “Note” means each promissory note made by the Borrower to a Bank evidencing the
Advances under that Bank’s Pro Rata Share of the Commitment, substantially in the form of Exhibit E, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

 “Obligations” means all present and future obligations of every kind or nature of the Borrower or any Loan Party at any
time and from time to time owed to the Administrative Agent or the Banks or any one or more of them under any one or more of the Loan Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or
noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues to the extent permitted by applicable Law after the commencement of any proceeding under any Debtor Relief Law by or against
the Borrower. 
 “OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control. 

“Officer’s Certificate” means, when used with reference to any Person, a certificate signed by a Senior Officer of such
Person. 
 “Opinions of Counsel” means the favorable written legal opinions of (a) Latham & Watkins LLP, special
counsel to the Borrower and (b) Vivien Hastings, General Counsel to the Loan Parties (with respect to matters of Florida law), substantially in the form of Exhibits F-1 and F-2, respectively. 

“Original Closing Date” means August 27, 2013. 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except, in each case, any such Taxes that are
Connection Taxes imposed with respect to an assignment, other than an assignment made pursuant to Section 11.27, or sale of a participation. 

“Outstanding Amount” means: 

(a) with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of Loans, as the case may be, occurring on such date; and 
 (b) with respect to any Letter of Credit Usage on any
date, the amount of such Letter of Credit Usage on such date, after giving effect to the issuance, extension, expiry, renewal or increase of any Letter of Credits occurring on such date and any other changes in the aggregate amount of the Letter of
Credit Usage as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

 “PAPA” means an arrangement, other than with an Affiliate of the Borrower, which may be unsecured or secured by a Lien
granted in conjunction with purchase contracts for the purchase of real estate and which provides for future payments due to the sellers of such real estate at the time of the sale of such real estate (or parts thereof) and which payments may be
contingent on the sale price of such real estate (or parts thereof), which arrangement may include (1) adjustments to the land purchase price, (2) profit participations, (3) community marketing fees and community enhancement fees and (4)
reimbursable costs paid by the land developer. 

  
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 “Parent Company” means, with respect to a Bank, the bank holding company (as
defined in Federal Reserve Board Regulation Y), if any, of such Bank, or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Bank. 

“Participant” has the meaning set forth in Section 11.8(d). 

“Participant Register” has the meaning set forth in Section 11.8(d). 

“Party” means any Person other than the Banks or the Administrative Agent which now or hereafter is a party to any of the
Loan Documents. 
 “PATRIOT Act” has the meaning set forth in Section 11.26. 

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

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other
than a Multiemployer Plan, which is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, and which is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate
contributes or has an obligation to contribute. 
 “Performance Letter of Credit” means any letter of credit issued by an
issuer for the account of the Borrower or a Restricted Subsidiary that is not a Financial Letter of Credit. 
 “Permitted
Encumbrances” means: 
 (a) inchoate Liens incident to construction or maintenance of real property; or Liens incident to
construction or maintenance of real property now or hereafter filed of record for which adequate reserves have been set aside if required by, and in accordance with, Generally Accepted Accounting Principles and which are being contested in good
faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no material property is subject to a material risk of loss or forfeiture; 

(b) Liens for Taxes and assessments on real property which are not yet delinquent; or Liens for Taxes and assessments on real property for
which adequate reserves have been set aside if required by, and in accordance with, Generally Accepted Accounting Principles and are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that,
by reason of nonpayment of the obligations secured by such Liens, no material property is subject to a material risk of loss or forfeiture; 

(c) minor defects and irregularities in title to any real property which in the aggregate do not materially impair the fair market value or
use of the real property for the purposes for which it is or may reasonably be expected to be held; 
 (d) easements, plats, declarations of
condominium and restrictions of record customary in any of the Core Businesses; 
 (e) easements, rights-of-way, exceptions, restrictions,
reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, utilities, and sewerage purposes, dikes, canals,
ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting real property, facilities, or equipment which in the aggregate do not materially impair the fair market value or use of such property for the purposes for
which it is or may reasonably be expected to be held; 

  
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 (f) easements, rights-of-way, exceptions, restrictions, reservations, or other agreements
affecting real property which in the aggregate do not materially impair the fair market value or use of such property for the purposes for which it is or may reasonably be expected to be held; 

(g) rights reserved to or vested in any Governmental Agency to control or regulate the use of any real property (and Liens created by the
exercise of any such rights); 
 (h) any obligations or duties affecting any real property to any Governmental Agency with respect to any
right, power, franchise, grant, license, or permit; 
 (i) present or future zoning laws and ordinances or other laws and ordinances
restricting the occupancy, use, or enjoyment of real property; 
 (j) contractual or statutory Liens of landlords and Liens of suppliers
(including sellers of goods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; 

(k) statutory Liens, including Liens of carriers, warehousemen, mechanics and materialmen, other than those described in clauses (a) or (b)
above and any Lien imposed pursuant to the Code or ERISA with respect to any Pension Plan, arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith, provided that, if
delinquent, adequate reserves have been set aside with respect thereto if required by, and in accordance with, GAAP; 
 (l) covenants,
conditions, and restrictions affecting the use of real property which in the aggregate do not materially impair the fair market value or use of the real property for the purposes for which it is or may reasonably be expected to be held; 

(m) rights of tenants under leases and rental agreements covering real property entered into in the ordinary course of business of the Person
owning such real property; 
 (n) Liens incurred or deposits made in the ordinary course of business (as determined in good faith by the
Borrower) in connection with workers’ compensation, unemployment or other insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts,
performance and return-of-money bonds, development obligations, progress payments, utility services, developer’s or other obligations to make on-site or off-site improvements and other similar obligations (exclusive of obligations for the
payment of borrowed money); 
 (o) Liens consisting of deposits of property to secure statutory obligations of the Borrower or a Restricted
Subsidiary of the Borrower in the ordinary course of its business; 
 (p) Liens consisting of additions, accessions, improvements and
replacements and customary deposits in connection with Model Homes and proceeds and products therefrom; 
 (q) Liens for homeowner,
condominium, property owner, amenity providers, clubs and similar associations and club fees and assessments and other payments; 

  
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 (r) leases or subleases, licenses or sublicenses, (or any Liens related thereto) granted to
others that do not materially interfere with the ordinary course of business (as determined in good faith by the Borrower) of the Borrower or any Restricted Subsidiary; 

(s) any right, title and interest of the landlord under any lease pursuant to which the Borrower or a Restricted Subsidiary has a leasehold
interest in any property or assets and any Liens that by operation of law have been placed by such landlord on property over which the Borrower or a Restricted Subsidiary has any real property interest; 

(t) pledges, deposits and other Liens existing under, or required to be made in connection with, (i) earnest money obligations, escrows or
similar purpose undertakings or indemnifications in connection with any purchase and sale agreement, (ii) development agreements or other contracts entered into with governmental authorities (or an entity sponsored by a governmental authority), in
connection with the entitlement of real property, (iii) CDD Obligations arising in the ordinary course of business or (iv) agreements for the funding of infrastructure, including in respect of the issuance of community facility district bonds, metro
district bonds, Mello-Roos bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder (as determined in good faith by the Borrower); and 

(u) Liens consisting of deposits of property to secure (or in lieu of) surety, appeal or customs bonds in proceedings to which the Borrower or
a Restricted Subsidiary of the Borrower is a party in the ordinary course of its business. 
 “Person” means an individual,
trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, estate, unincorporated organization, union, tribe, business association or Governmental Agency, or other entity. 

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) (a) established,
maintained or contributed to by the Borrower or any of its Subsidiaries or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate, or (b) with respect to which the Borrower or any of its
Subsidiaries may have any liability (whether actual or contingent). 
 “Plan of Liquidation” with respect to any Person,
means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other Disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other Disposition of all or
substantially all of the remaining assets of such Person to creditors and holders of equity interests of such Person. 

“Platform” has the meaning set forth in Section 7.1. 

“Pro Rata Share” of a Bank, as it pertains to the Commitment, means the applicable percentage set forth opposite the name of
that Bank on Schedule 1.1(b) to this Agreement, as such Schedule 1.1(b) may change from time to time in accordance with the terms of this Agreement or in accordance with any effective Assignment and Assumption. 

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.


  
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 “Public Lender” has the meaning set forth in Section 7.1. 

“Qualified Issuer” means a commercial bank, savings bank, savings and loan association or similar financial institution
which, (a) has total assets of $5,000,000,000 or more, (b) is “well capitalized” within the meaning of such term under the Federal Depository Institutions Control Act, (c) is engaged in the business of lending money and extending credit
under credit facilities substantially similar to those extended under this Agreement and (d) is operationally and procedurally able to meet the obligations of a Bank hereunder to the same degree as a commercial bank. 

“Quarterly Payment Date” means March 31, 2016, and each June 30, September 30, December 31 and March 31 thereafter through
and including the Maturity Date. 
 “Rating Agencies” means S&P and Moody’s. 

“Recipient” means (a) the Administrative Agent, (b) any Bank and (c) any Issuing Bank, as applicable. 

“Redesignation” has the meaning set forth for that term in Section 6.17. 

“Register” has the meaning set forth in Section 11.8(c). 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents and advisors of such Person and of such Person’s Affiliates. 
 “Reportable Event” means any of the
events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period is waived pursuant to applicable Laws as in effect on the Restatement Date. 

“Request for Letter of Credit” means a written request for the issuance of a Letter of Credit signed by a Responsible
Official of the Borrower, in a form reasonably designated from time to time by the Administrative Agent. 
 “Required
Banks” means, as of any date of determination, Banks having an aggregate Pro Rata Share of more than 50% of the Commitment or, if the commitment of each Bank to make Advances and the obligation of the Issuing Banks to issue Letters of
Credit have been terminated or suspended, Banks holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Bank’s risk participation and funded participation in Letter of Credit Usage being deemed
“held” by such Bank for purposes of this definition); provided that, the Pro Rata Share of the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Bank shall be excluded for purposes of
making a determination of Required Banks. 
 “Requirement of Law” means, as to any Person, any Law or any judgment, award,
decree, writ or determination of, or any consent or similar agreement with, a Governmental Agency, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject. 

“Residential Unit” means a residential housing unit available for sale, or subject to a contract for the sale of such
Residential Unit (in each case, other than a Tower Unit), located in the United States. 
 “Responsible Official” means (a)
when used with reference to a Person other than an individual, any corporate officer of such Person, general partner of such Person, corporate officer of a corporate general partner of such Person, or corporate officer of a corporate general partner
of a partnership that is a 

  
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general partner of such Person, or any other responsible official thereof duly acting on behalf thereof, and (b) when used with reference to a Person who is an individual, such Person. Any
document or certificate hereunder that is signed or executed by a Responsible Official of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of that Person. 

“Restatement Date” means the date of this Agreement. 

“Restricted Subsidiaries” means, as of any date, the Subsidiaries of the Borrower and any other Loan Party which are not
Unrestricted Subsidiaries. 
 “S&P” means Standard & Poor’s, a division of McGraw Hill Financial, Inc., and
any successor thereto. 
 “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or
enforced from time to time by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority. 

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions. 

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by OFAC or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person. 

“Securities” means any capital stock, share, voting trust certificate, bonds, debentures, notes or other evidences of
indebtedness, limited partnership interests, or any warrant, option or other right to purchase or acquire any of the foregoing. 

“Senior Notes” means the notes issued under the Senior Notes Indenture. 

“Senior Notes Indenture” means that certain Indenture, by and between the Borrower, the guarantors party thereto and
Wilmington Trust, National Association, as trustee, dated as of August 7, 2013, as the same may be amended, restated, supplemented or otherwise modified from time to time. 

“Senior Officer” means the (a) chief executive officer, (b) chief operating officer, (c) chief financial officer, (d)
chief accounting officer, (e) vice president of finance or (f) treasurer, in each case whatever the title nomenclature may be, of the Person designated. 

“Significant Subsidiary” means (a) any Restricted Subsidiary that would be a “significant subsidiary” as defined in
Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Restatement Date and (b) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant
Subsidiaries and as to which any event described in Section 9.1(h)(x) or (j) has occurred and is continuing, would constitute a Significant Subsidiary under clause (a) of this definition. 

“Sold Homes Under Construction” means Developed Lots having fully or partially constructed Residential Units thereon
(including, at a minimum, the commencement of a foundation for any such Residential Unit) that are subject to bona fide contracts for the sale of such Residential Units to a third party. 

  
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 “Solvent” means, with respect to any Person on any date of determination, that
on such date (i) the sum of the debt (including contingent liabilities) of such Person and its Restricted Subsidiaries, taken as a whole, does not exceed the present fair saleable value (on a going concern basis) of the assets of the Person and its
Restricted Subsidiaries, taken as a whole; (ii) the capital of such Person and its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of such Person and its Restricted Subsidiaries, taken as a whole,
contemplated as of the Restatement Date; and (iii) such Person and its Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as
they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under FASB Account Standards Codification (ASC) Topic 450, “Contingencies”).

 “Stonegate Agreement” means the revolving credit facility by and between the Borrower, WCI Communities, LLC, and
Stonegate Bank dated as of February 28, 2013, as amended, restated, supplemented, modified, refinanced or increased from time to time. 

“Subordinated Obligations” means, collectively, all obligations of the Borrower or any of its Restricted Subsidiaries that
(a) do not provide for any scheduled redemption on or before 180 days after the Maturity Date and (b) are expressly subordinated in right of payment to the Obligations. 

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, or other business
entity whether now existing or hereafter organized or acquired: (a) in the case of a corporation or limited liability company, of which securities having a majority of the ordinary voting power for the election of the board of directors (other than
securities having such power only by reason of the happening of a contingency) are at the time owned by such Person or one or more Subsidiaries of such Person; or (b) in the case of a partnership or other business entity, in which such Person or a
Subsidiary of such Person is a general partner. 
 “Subsidiary Guaranty” means the Amended and Restated Subsidiary
Guaranty, dated as of the date hereof, by and among the Guarantor Subsidiaries and the Administrative Agent, as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted. 

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

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

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all Letter of Credit Usage. 

“Tower Completion Date” means, with respect to each Tower Construction Project, the date that at least thirty-five percent
(35%) of the Tower Units subject to Tower Purchase Contracts have closed. 
 “Tower Construction Project” means each
multi-family residential condominium project that (i) has six or more floors or (ii) is reasonably anticipated by the Borrower to have Hard Costs of at least $25,000,000. 

“Tower Construction Project Costs” means, collectively, the sum of the GAAP value of all Direct Costs and Indirect Costs that
are incurred or reasonably anticipated to be incurred by the Borrower or its Subsidiaries in connection with the acquisition of the applicable land (including any improvements situated thereon), the construction, equipping and completion of the
Tower Construction Project, the marketing of space in the Tower Construction Project, and the operation and carrying of the Tower Construction Project through the Maturity Date. 

“Tower Purchase Contract” means any legal, valid, binding and enforceable written agreement for the sale of individual Tower
Units to any bona-fide third-party purchaser entered into in the ordinary course of business with customary terms and conditions and that provides for a cash down payment of not less than ten percent (10%) of the purchase price of the Tower Unit
sold. 
 “Tower Sold Unit” means a Tower Unit for which a Tower Purchase Contract has been entered into but not yet closed.

 “Tower Unit Costs” means the amount of actual costs incurred by the Borrower or its Subsidiaries in connection with the
acquisition and development of Land Parcels on which Tower Units (completed or under construction) are situated plus the cost of the construction of vertical improvements. 

“Tower Units” means the condominium units owned by a Loan Party at the Tower Construction Projects, whether completed or
under construction, held for sale in the ordinary course of business, and in which the rights of ownership and occupancy are to be sold. 

“Tower Unsold Unit” means a Tower Unit for which a Tower Purchase Contract has not been entered into. 

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

“UCC” shall mean the Uniform Commercial Code, as in effect from time to time in any applicable jurisdiction. 

“Unreimbursed Amount” has the meaning set forth in Section 2.5(c)(i). 

“Unrestricted Cash” means, as of any date of determination, the Cash and Cash Equivalents of the Borrower and its Restricted
Subsidiaries to the extent that such Cash and Cash Equivalents are free and clear of all Liens other than as permitted by Sections 6.7(a), (d) and (u). 

  
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 “Unrestricted Subsidiary” means (1) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the board of directors of the Borrower in accordance with Section 6.17 and (2) any Subsidiary of an Unrestricted Subsidiary. 

“Unsold Homes Under Construction” means Developed Lots where on-site construction of Residential Units has commenced as
evidenced by the commencement of foundations for such Residential Units, other than Sold Homes Under Construction. 
 “Voting
Stock” means, with respect to any Person, the capital stock of such Person having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of
whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency). 

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

1.2 Accounting Terms. 

All accounting terms not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be
submitted by this Agreement shall be prepared in conformity with, Generally Accepted Accounting Principles consistently applied, except as otherwise specifically prescribed herein. In the event that Generally Accepted Accounting Principles
change during the term of this Agreement such that the financial covenants contained in Sections 6.9, 6.10, 6.11 or 6.14 would then be calculated in a different manner or with different components or would render the same not meaningful criteria for
evaluating the Borrower’s financial condition, (a) the Borrower and the Banks agree to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating the Borrower’s financial condition to
substantially the same criteria as were effective prior to such change in Generally Accepted Accounting Principles and (b) until so amended, (i) such financial covenants shall continue to be computed in accordance with Generally Accepted Accounting
Principles prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such financial covenants made before and after giving effect to such change in Generally Accepted Accounting Principles. At any time after the Restatement Date, the Borrower may elect to apply International
Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS, as in effect as of the date of such election; provided
that any such election, once made, shall be irrevocable; provided, further, any calculation or determination in this Agreement that requires the application of GAAP for periods that include Fiscal Quarters ended prior to the Borrower’s election
to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Borrower shall give notice of any such election made in accordance with this definition to the Administrative Agent and the
Banks. Notwithstanding the foregoing, in no event shall the Borrower apply IFRS with respect to the Borrowing Base calculations (including any component definitions thereof) made pursuant to Section 2.8 without the written consent of the
Administrative Agent (which may be given or withheld in its sole discretion). 
 1.3 Rounding. 

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one 

  
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place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to
the number of places by which such ratio is expressed in this Agreement. 
 1.4 Other Interpretive Provisions. 

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

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. 

(b) Any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). 

(c) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in
any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 
 (d) Article, Section, Exhibit
and Schedule references are to the Loan Document in which such reference appears. 
 (e) Any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from
time to time. 
 (f) The term “including” is by way of example and not limitation. 

(g) The term “or” is not exclusive. 

(h) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form. 
 (i) In the computation of periods of time from
a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and
including.” 
 (j) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not
affect the interpretation of this Agreement or any other Loan Document. 
 1.5 Exhibits and Schedules. 

All Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified, or
amended, are incorporated herein by reference. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules. 

  
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 1.6 References to “the Borrower and its Subsidiaries”. 

Any reference herein to “the Borrower and its Subsidiaries” or the like shall refer solely to the Borrower during such times, if
any, as the Borrower shall have no Subsidiaries. 
 1.7 Time of Day. 

Unless otherwise specified, all references herein to times of day shall be references to Eastern standard time. 

1.8 Letter of Credit Amounts. 

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of
Credit in effect at such time (after taking into account amounts drawn prior to such time that are not subject to reinstatement); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any
document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time. 
 ARTICLE II. 

LOANS AND LETTERS OF CREDIT 
 2.1
Loans-General. 
 (a) Subject to the terms and conditions set forth in this Agreement (including Section 8.2), at any time and from
time to time from the Restatement Date through and including the Business Day immediately preceding the Maturity Date, each Bank shall, pro rata according to that Bank’s Pro Rata Share of the Commitment then in effect, make Advances to the
Borrower under the Commitment in such amounts as the Borrower may request; provided that, after giving effect to such Advance, the Total Outstandings shall not exceed the aggregate Commitments and Borrowing Base Indebtedness shall not exceed
the Borrowing Base. Subject to the limitations set forth herein, the Borrower may borrow, repay and reborrow under this Section 2.1(a) without premium or penalty. 

(b) [Intentionally Omitted]. 

(c) Subject to the next sentence and to Section 2.5(c), each Loan shall be made pursuant to the Borrower’s irrevocable Loan Notice to the
Administrative Agent, which shall specify the requested (i) date of such Loan, (ii) Type of Loan, (iii) amount of such Loan and (iv) in the case of a Eurodollar Rate Loan, Interest Period for such Loan. Any Loan Notice delivered under this
Agreement may be delivered by mail, email, telecopier or as otherwise acceptable to the Administrative Agent. 
 (d) Promptly following
receipt of a Loan Notice, the Administrative Agent shall notify each Bank by telephone, telecopier or electronic communication of the date and Type of the Loan, the applicable Interest Period in the case of a Eurodollar Rate Loan, and that
Bank’s Pro Rata Share of the Loan. Not later than 1:00 p.m. New York time, on the date specified for any Loan, each Bank shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the
Administrative Agent’s Office. Upon fulfillment of the applicable conditions set forth in Article VIII, all Advances shall be credited in immediately available funds to the Designated Deposit Account. 

  
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 (e) The principal amount of each Loan shall be an integral multiple of $1,000,000 and shall be in
an amount not less than (i) $1,000,000 if such Loan is a Base Rate Loan and (ii) $5,000,000 if such Loan is a Eurodollar Rate Loan. 
 (f) A
Loan Notice shall be irrevocable upon the Administrative Agent’s first notification thereof. The obligation of each Bank to make any Advance is several, and not joint or joint and several, and is not conditioned upon the performance by any
other Bank of its obligation to make Advances. The failure by any Bank to perform its obligation to make any Advance will not increase the obligation of any other Bank to make Advances. 

(g) The Borrower may redesignate a Base Rate Loan as a Eurodollar Rate Loan, or a Eurodollar Rate Loan as a Base Rate Loan or a Eurodollar
Rate Loan with a new Interest Period, by delivering a Loan Notice to the Administrative Agent, within the time periods and pursuant to the conditions set forth in Section 2.1(c), 2.2 or 2.3, as applicable, and elsewhere in this Agreement. If no Loan
Notice has been made prior to the last day of the Interest Period for an outstanding Eurodollar Rate Loan within the requisite notice periods set forth in Section 2.3, then the Borrower shall be deemed to have requested that such Eurodollar Rate
Loan be redesignated as a Base Rate Loan. 
 (h) The Advances made by each Bank under this Section 2.1 shall be evidenced by that
Bank’s Note to the extent requested by such Bank. 
 2.2 Base Rate Loans. 

Each request by the Borrower for a Base Rate Loan shall be made pursuant to a Loan Notice received by the Administrative Agent, at the
Administrative Agent’s Office, not later than 12:00 p.m. New York time, on the Business Day on which the requested Base Rate Loan is to be made. The Administrative Agent shall notify each Bank of a request for a Base Rate Loan as soon as
practicable after receipt of the same. All Loans shall constitute Base Rate Loans unless properly designated as Eurodollar Rate Loans pursuant to Section 2.3. 

2.3 Eurodollar Rate Loans. 

(a) Each request by the Borrower for a Eurodollar Rate Loan shall be made pursuant to a Loan Notice received by the Administrative Agent, at
the Administrative Agent’s Office, not later than 12:00 p.m. New York time, at least 3 Business Days before the first day of the applicable Interest Period, provided that, such advance notice period may be reduced by the Administrative
Agent in its discretion with respect to any Eurodollar Rate Loan made on the Restatement Date. The Administrative Agent shall notify each Bank of a request for a Eurodollar Rate Loan as soon as practicable after receipt of the same. 

(b) At or about 1:00 p.m., New York time, 2 Business Days before the first day of the applicable Interest Period, the Administrative Agent
shall determine the applicable Eurodollar Rate (which determination shall be conclusive in the absence of manifest error) and promptly shall give notice of the same to the Borrower and the Banks by telephone, telecopier or, in the case of Banks,
electronic communication. 
 (c) No more than 10 Eurodollar Rate Loans may be outstanding at any particular time. 

  
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 2.4 Maturity Extension. 

At any time after the Restatement Date, the Borrower and any Bank may agree, by notice to the Administrative Agent (each such notice, an
“Extension Notice”), to extend the maturity date (any such extension, a “Maturity Extension”) of such Bank’s Commitments and/or Loans to the extended maturity date specified in such Extension Notice;
provided that, (a) only one additional tranche of Commitments and/or Loans shall be permitted under this Section 2.4, (b) only the consent of the Borrower and respective extending Banks will be required in order to effect such Maturity
Extension and (c) each Bank shall be offered the opportunity to participate in such Maturity Extension on the same terms and conditions as each other Bank. This Section 2.4 shall supersede any provisions in Section 11.2 or any provisions
relating to the pro rata sharing of payments set forth in this Agreement to the contrary. 
 2.5 Letters of Credit. 

(a) Letter of Credit Commitment. 

(i) Subject to the terms and conditions of this Agreement (including Section 8.3), each Issuing Bank agrees, in reliance upon
the agreements of the other Banks set forth in this Section 2.5, (1) from time to time during the period from the Restatement Date through the day 5 days prior to the Maturity Date, to issue Letters of Credit for the account of the Borrower in an
aggregate amount not exceeding such Issuing Bank’s L/C Limit, and such Issuing Bank shall issue for the account of the Borrower one or more Letters of Credit and amend Letters of Credit previously issued by it in accordance with Section 2.5(b),
and (2) to honor drafts under the Letters of Credit; provided that, no Issuing Bank shall be obligated to issue any Letter of Credit if, after giving effect to such issuance, (x) the Total Outstandings exceeds the Commitments, (y) Borrowing
Base Indebtedness exceeds the Borrowing Base or (z) the Letter of Credit Usage would exceed the L/C Limit or any limit established by Law after the Restatement Date on such Issuing Bank’s ability to issue the requested Letter of Credit at any
time. Notwithstanding the foregoing, an Issuing Bank shall not issue any Letter of Credit if, (A) on or prior to the Business Day immediately preceding the issuance thereof any Bank has notified the Issuing Bank or the Administrative Agent in
writing that the conditions set forth in Section 8.3 have not been satisfied with respect to the issuance of such Letter of Credit or (B) the expiry date of such requested Letter of Credit would occur after the earlier of (x) 5 days prior to the
Maturity Date, unless such Letter of Credit is Cash Collateralized in an amount equal to 101% of such outstanding amount determined as of such date or lesser amount to be agreed by the applicable Issuing Bank in its sole discretion and such Issuing
Bank agrees that any participations in such Letter of Credit by the Banks pursuant to this Section 2.5 shall terminate on the Maturity Date or such earlier date as agreed by the respective Issuing Bank and (y) one year from the date of such
issuance, unless agreed by the applicable Issuing Bank; provided that, nothing in this clause (y) shall prevent the issuance of an Auto-Extension Letter of Credit pursuant to Section 2.5(c)(iii) below, subject to the foregoing clause (B)(x).
Subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired, terminated or that have been drawn upon and reimbursed. All existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof. 

(ii) No Issuing Bank shall be obligated to issue any Letter of Credit if: 

(A) any order, judgment or decree of any Governmental Agency or arbitrator shall by its terms purport to enjoin or restrain
such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any 

  
 34 








 
request or directive (whether or not having the force of law) from any Governmental Agency with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from,
the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not
otherwise compensated hereunder) not in effect on the Restatement Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which such Issuing Bank in good faith deems
material to it; 
 (B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank
applicable to the customers of such Issuing Bank generally; or 
 (C) a default of any Bank’s obligations to fund under
Section 2.5(c) exists or any Bank is at such time a Defaulting Bank hereunder, unless such Issuing Bank has entered into satisfactory arrangements with the Borrower or such Bank to eliminate the Issuing Bank’s risk with respect to such Bank.

 Each Bank from time to time party hereto agrees to act as an Issuing Bank hereunder. 

(b) Procedures for Issuance and Amendment of Letters of Credit. 

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the
applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Official of the Borrower. Such Letter of Credit Application must be received by the
applicable Issuing Bank and the Administrative Agent not later than 1:00 p.m., New York time, at least 3 Business Days (or such later date and time as the applicable Issuing Bank may agree in a particular instance in its sole discretion) prior to
the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such Issuing Bank: (A)
the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such
beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of
Credit hereunder; and (H) such other matters as such Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the
applicable Issuing Bank (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as such Issuing Bank may require. 

(ii) Promptly after receipt of any Letter of Credit Application, the applicable Issuing Bank will confirm with the
Administrative Agent (in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Upon receipt by the
applicable Issuing Bank of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the 

  
 35 








 
terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be,
in each case in accordance with such Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the applicable Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Bank’s Pro Rata Share times the amount of such Letter of Credit. 

(iii) If the Borrower so requests in any applicable Letter of Credit Application, and to the extent the applicable Issuing Bank
in its sole discretion so agrees, the Issuing Banks may issue Letters of Credit with automatic extension provisions for successive one year periods (each, an “Auto-Extension Letter of Credit”) (it being understood that, after the issuance
of an Auto Extension Letter of Credit, the Borrower shall not be required to make a specific request to the applicable Issuing Bank for any extension contemplated thereby in an additional Letter of Credit Application or otherwise, unless otherwise
directed by the applicable Issuing Bank); provided that any such Auto-Extension Letter of Credit must permit the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of
issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued;
provided, further, that the applicable Issuing Bank shall not permit any such extension if such Issuing Bank (A) has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in
its revised form (as extended) under the terms hereof (by reason of the provisions of clause (i) or (ii) of Section 2.5(a) or otherwise), (B) has received notice (in writing) on or before the day that is seven Business Days before the Non-Extension
Notice Date from the Administrative Agent, any Bank or the Borrower that one or more of the applicable conditions specified in Section 8.3 is not then satisfied and directing such Issuing Bank not to permit such extension or (C) has received notice
(in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Banks have elected not to permit such extension. Once an Auto-Extension Letter of Credit has been
issued, the Banks shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit. 

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with
respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also (x) deliver to the Borrower a true and complete copy of such Letter of Credit or amendment and (y) notify the Borrower and the Administrative Agent of any return,
surrender or cancellation of any Letter of Credit. 
 (c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the
applicable Issuing Bank shall promptly notify the Borrower and the Administrative Agent thereof. The Borrower shall reimburse such Issuing Bank through the Administrative Agent in an amount equal to the amount of any payment by such Issuing Bank
under a Letter of Credit, which reimbursement shall be made on the next Business Day following the date the applicable Issuing Bank notifies the Borrower and the Administrative Agent of such payment. If the Borrower fails to so reimburse such
Issuing Bank by such date, the Administrative Agent shall promptly notify each Bank of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Bank’s Pro Rata Share thereof. In
such event, the Borrower shall be deemed to have requested a 

  
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Base Rate Loan in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.1(e) for the principal amount of Base Rate Loans, but subject to
the amount of the unutilized portion of the Borrowing Base Availability and the conditions set forth in Section 8.2 (other than the delivery of a Loan Notice). 

(ii) Each Bank (including the Banks acting as Issuing Bank) shall upon any notice pursuant to Section 2.5(c)(i) make funds
available to the Administrative Agent for the account of the applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified
in such notice by the Administrative Agent (provided that, the Administrative Agent gives notice on or prior to 11:00 a.m. on such Business Day), whereupon, subject to the provisions of Section 2.5(c)(iii), each Bank that so makes funds
available shall be deemed to have made an Advance to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Issuing Bank. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Loan because the conditions set forth
in Section 8.2 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall
be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Bank’s payment to the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.5(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Bank in satisfaction of its participation obligation under this Section 2.5. 

(iv) Until each Bank funds its Advance or L/C Advance pursuant to this Section 2.5(c) to reimburse the applicable Issuing Bank
for any amount drawn under any Letter of Credit, interest in respect of such Bank’s Pro Rata Share of such amount shall be solely for the account of the applicable Issuing Bank. 

(v) Each Bank’s obligation to make Advances or L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters
of Credit, as contemplated by this Section 2.5(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the
applicable Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Bank’s obligation to make Advances pursuant to this Section 2.5(c) is subject to the conditions set forth in Section 8.2 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein. 

(vi) If any Bank fails to make available to the Administrative Agent for the account of the applicable Issuing Bank any amount
required to be paid by such Bank pursuant to the foregoing provisions of this Section 2.5(c) by the time specified in Section 2.5(c)(ii), such Issuing Bank shall be entitled to recover from such Bank (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the Federal Funds Rate from time to time in
effect. A certificate of the applicable Issuing Bank submitted to any Bank (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 

  
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 (d) Repayment of Participations. 

(i) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Bank such
Bank’s L/C Advance in respect of such payment in accordance with Section 2.5(c), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Bank its Pro Rata Share thereof (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Bank’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. 

(ii) If any payment received by the Administrative Agent for the account of an Issuing Bank pursuant to Section 2.5(c)(i) is
required to be returned under any of the circumstances described in Section 11.24 (including pursuant to any settlement entered into by such Issuing Bank in its discretion), each Bank shall pay to the Administrative Agent for the account of such
Issuing Bank its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Bank, at a rate per annum equal to the Federal Funds Rate from time to time
in effect. 
 (e) Obligations Absolute. The obligation of the Borrower to reimburse the applicable Issuing Bank for each drawing
under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument
relating thereto; 
 (ii) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may
have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable Issuing Bank or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

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

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

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

  
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 provided that, the foregoing in clauses (i) through (v)
shall not excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by
the Borrower that are caused by such Issuing Bank’s (or its Related Parties’) gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any
claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable Issuing Bank. 

(f) Role of Issuing Bank. Each Bank and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable
Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document
or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Bank
for (i) any action taken or omitted in connection herewith at the request or with the approval of the Banks or the Required Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as
determined in a final, non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit
Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Issuing Bank, any Agent-Related Person, nor any of the respective
correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.5(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against an Issuing Bank (and any other applicable “issuer” within the meaning of ISP98), and an Issuing Bank (or such issuer) may be liable to the Borrower, to the extent, but only to
the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such Issuing Bank’s (or such issuer’s) willful misconduct or gross negligence, in each case as
determined in a final, non-appealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, an Issuing Bank may accept documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter
of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 

(g) Cash or Letter of Credit Collateral. Upon the request of the Administrative Agent, (i) if an Issuing Bank has honored any full
or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) if, as of the date 5 days prior to the Maturity Date or acceleration pursuant to Section 9.2(a)(ii), any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn or (iii) if any amount remains available to be drawn under any Letter of 

  
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Credit by reason of the operation of Section 3.14 of ISP 98, the Borrower shall immediately Cash Collateralize or Letter of Credit Collateralize the then outstanding amount of the Letter of
Credit Usage, excluding any portion of such amount that is already Cash Collateralized by operation of another provision of this Agreement (in an amount equal to 101% of such outstanding amount determined as of the date of such L/C Borrowing, date
of such acceleration or date that is five days prior to the Maturity Date, as the case may be or some lesser amount agreed to by the applicable Issuing Bank). For purposes hereof, “Cash Collateralize” means to pledge and deposit
with or deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Banks, as collateral for the then outstanding amount of the Letter of Credit Usage, cash or deposit account balances pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the applicable Issuing Banks (which documents are hereby consented to by the Banks). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent,
for the benefit of the Issuing Banks and the Banks, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in a blocked, non-interest bearing deposit
account at Citi. For purposes hereof, “Letter of Credit Collateralize” means to deliver to the Administrative Agent, for the benefit of the Issuing Banks and the Banks, as collateral for the then outstanding amount of the Letter of
Credit Usage, one or more irrevocable standby letters of credit (other than a Letter of Credit) in the aggregate amount equal to 101% of the then outstanding amount of the Letter of Credit Usage (less the amount, if any, of the then outstanding
amount of the Letter of Credit Usage being Cash Collateralized) issued by one or more financial institutions that each is a Qualified Issuer in form and substance satisfactory to the Administrative Agent and the applicable Issuing Banks (which
documents are hereby consented to by the Banks). Derivatives of such term have corresponding meanings. The Borrower hereby agrees that the Administrative Agent may immediately apply cash collateral or draw upon any irrevocable standby letters of
credit delivered pursuant to this Section 2.5(g) in order to reimburse the Issuing Banks for any drawings under any Letters of Credit. 

(h) Applicability of ISP98. The rules of the “International Standby Practices 1998” published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) (“ISP98”) shall apply to each Letter of Credit. 

(i) Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter
of Credit Application, the terms hereof shall control. 
 (j) Letter of Credit Fees. 

(i) The Borrower shall pay to the Administrative Agent for the account of the Banks a letter of credit fee payable to the Banks
in accordance with their Pro Rata Shares with respect to each Letter of Credit issued or renewed equal to 2.25% times the daily maximum face amount available to be drawn under such Letter of Credit; provided that, (x) if any portion of a
Defaulting Bank’s Pro Rata Share of any Letter of Credit is Cash Collateralized or Letter of Credit Cash Collateralized by the Borrower or reallocated to the other Banks pursuant to Section 10.13(b)(iii), then the Borrower shall not be
required to pay the Letter of Credit fee to such Defaulting Bank with respect to such portion of such Defaulting Bank’s Pro Rata Share so long as it is Cash Collateralized or Letter of Credit Collateralized by the Borrower or reallocated to the
other Banks, but such Letter of Credit fee shall instead be payable to such other Banks in accordance with their Pro Rata Share of such reallocated amount, and (y) if any portion of a Defaulting Bank’s Pro Rata Share is not Cash
Collateralized or Letter of Credit Collateralized or reallocated pursuant to Section 10.13(b)(iii), then the Letter of Credit fee with respect to such Defaulting Bank’s Pro Rata Share shall be payable to the applicable Issuing Bank until
such Pro Rata Share is Cash Collateralized or Letter of Credit Collateralized or reallocated or such Bank ceases to be a Defaulting Bank. Such Letter of Credit fee shall accrue and be computed on a 

  
 40 








 
quarterly basis in arrears, and shall be due and payable on each Quarterly Payment Date, commencing with the first such date to occur after the issuance of such Letter of Credit and on the
Maturity Date. 
 (ii) The Borrower shall pay directly to the applicable Issuing Bank for its own account a fronting fee with
respect to each Letter of Credit issued or renewed by such Issuing Bank equal to 0.125% per annum of the daily maximum amount which is available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such
Letter of Credit). Such fronting fee shall accrue and be computed on a quarterly basis in arrears, and shall be due and payable on each Quarterly Payment Date, commencing with the first such date to occur after the issuance of such Letter of Credit
and on the earlier of (x) the expiry date of such Letter of Credit or (y) the Maturity Date. 
 (iii) The Borrower shall pay
directly to the applicable Issuing Bank for its own account the customary issuance, presentation, amendment, and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable. 

(k) Reporting. Each Issuing Bank shall, no later than the 3rd Business Day
following the last day of each month, provide to the Administrative Agent a report in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance or amendment of each Letter of Credit, the account party, the
original face amount (if any), the expiration date, and the reference number of any Letter of Credit issued or amended during such month. Upon request of any Bank, the Administrative Agent shall forward copies of such reports to such Bank. 

2.6 Reduction of Commitment. 

The Borrower shall have the right, at any time and from time to time, without penalty or charge, upon at least three (3) Business Days prior
written notice voluntarily to reduce or terminate permanently and irrevocably, in aggregate principal amounts in an integral multiple of $1,000,000 but not less than $5,000,000 (unless all of the unused Commitment is being terminated), all or a
portion of the unused Commitment. The Borrower shall pay to the Administrative Agent (for the account of each Bank, pro rata according to that Bank’s Pro Rata Share) on the date of such termination all unpaid commitment fees which have accrued
to such date in respect of the terminated portion of the Commitment. 
 2.7 Optional Increase to Commitment. 

(a) Subject to the limitations set forth in this Section, the Administrative Agent may, at any time and from time to time at the request of
the Borrower, increase the Commitment by (i) admitting additional Banks hereunder (each a “New Bank”), or (ii) increasing the Exposure of any Bank (each an “Increasing Bank”), subject to the following
conditions: 
 (i) each New Bank is an Eligible Assignee; 

(ii) the Borrower executes (A) a new Note payable to the order of a New Bank, or (B) a replacement Note payable to the order of
an Increasing Bank if such Increasing Bank previously received a Note; 
 (iii) each New Bank executes and delivers to the
Administrative Agent an instrument of joinder to this Agreement which is in form and substance acceptable to the Administrative Agent; 

  
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 (iv) after giving effect to the admission of any New Bank or the increase in the
Exposure of any Increasing Bank, the Commitment does not exceed $200,000,000 less the aggregate amount of reductions, if any, of the Commitment made pursuant to Sections 2.6; 

(v) each increase in the Commitment shall be in the amount of $5,000,000 or a greater integral multiple of $500,000; 

(vi) no admission of any New Bank shall increase the Exposure of any existing Bank without the written consent of such Bank;

 (vii) no Bank shall be an Increasing Bank without the written consent of such Bank; 

(viii) the Borrower shall offer such increased Commitments to each existing Bank (pursuant to their respective Pro Rata Share)
prior to offering any such increased Commitment to any New Bank; provided that, any existing Bank that does not affirmatively accept such offer in writing within 10 Business Days of the date of delivery of written notice thereof shall be
presumed to have declined such offer and the Borrower may at any time thereafter offer the increased Commitment to any New Bank; 

(ix) no Default or Event of Default exists or would result from such increased Commitments (provided that, for the
purposes of this condition, compliance with Sections 6.10 and 6.11 shall be determined in accordance with clause (x) below); 

(x) the Borrower satisfies Sections 6.10 and 6.11(b) on a pro forma basis after giving effect to such increased Commitments
(which shall be deemed fully drawn for purposes of complying with Section 6.10); 
 (xi) [Intentionally Omitted]; 

(xii) [Intentionally Omitted]; 

(xiii) the Administrative Agent shall have received from the Borrower such documents as it may reasonably request in connection
with such increase, including: 
 (A) a certificate signed by a Senior Officer of the Borrower (x) certifying and
attaching the resolutions adopted by the Borrower approving or consenting to such increase and (y) certifying that (1) the representations and warranties contained in Article IV and the other Loan Documents are true and correct on and as of
the date of the increase, except to the extent that such representations and warranties specifically refer to an earlier date, and (2) no Default or Event of Default exists as of the date of the increase or will result from the increase; and 

(B) a written consent to the increase and reaffirmation of its obligations under the Loan Documents executed by each Guarantor
Subsidiary; and 
 (xiv) Any such increase shall be effective, if at all, as of the date determined by the Borrower subject
to the reasonable approval of the Administrative Agent. The Administrative Agent shall promptly notify the Banks of the effective date of such increase. 

  
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 (b) Except as set forth in Section 2.7(a), no consent of the Banks shall be required for an
increase in the amount of the Commitment pursuant to this Section 2.7. 
 (c) After the admission of any New Bank or the increase in the
Exposure of any Increasing Bank, the Administrative Agent shall promptly provide to each Bank and to the Borrower a new Schedule 1.1 to this Agreement. 

(d) Concurrently with the effectiveness of any increase to the Commitment under this Section, (i) the participation interest of each Bank in
each outstanding Letter of Credit shall be adjusted, and (ii) each New Bank and each Increasing Bank shall make additional Advances available to the Administrative Agent (the proceeds of which shall be paid to the other Banks for assignment of Loans
or used in part to refinance expiring Eurodollar Rate Loans) in the amount required to result in the aggregate outstanding Advances of each Bank being equal to its Pro Rata Share of the Commitment, as so increased. 

(e) The Borrower confirms its obligation pursuant to Section 3.6(f) to repay any breakage fees resulting from the prepayment of any Eurodollar
Rate Loans resulting from the Borrower’s request to increase the Commitment under this Section 2.7. 
 (f) This Section shall supersede
any provisions in Section 11.2 or 11.8 to the contrary. 
 2.8 Borrowing Base. 

(a) Reporting of Borrowing Base. Concurrently with (i) the delivery of the financial statements described in Section 7.1(a) and (b) and
(ii) the request for the incurrence of a Loan, issuance of any Letter of Credit or the incurrence of any other Borrowing Base Indebtedness, the Borrower shall provide the Administrative Agent with a Borrowing Base Certificate in a form satisfactory
to the Administrative Agent showing the Borrower’s calculations of the components of the Borrowing Base as of the end of the most recent Fiscal Quarter for which financial statements have been delivered (or were required to have been delivered)
pursuant to Section 7.1(a) or (b) (or, to the extent more recent, the last fiscal month for which internal financial statements are available), on a pro forma basis with any such Loan, Letter of Credit or other Borrowing Base Indebtedness deemed to
be incurred as of the end of such Fiscal Quarter or fiscal month, as applicable, at the time of such computation, and such data supporting such calculations per Exhibit B or in another form as the Administrative Agent may reasonably
require. Any change in the Borrowing Base shall be effective upon receipt of a Borrowing Base Certificate. 
 (b) Amount of
Borrowing Base. As used in this Agreement, the term “Borrowing Base” means a Dollar amount equal to the sum of the following, as of any date of determination, and without duplication, and with respect to the Borrower and the
Restricted Subsidiaries: 
 (i) Escrow Receivables. 100% of the aggregate GAAP Value of Escrow Receivables;
plus 
 (ii) Sold Homes Under Construction. 90% of the aggregate GAAP Value of Sold Homes Under
Construction; plus 
 (iii) Model Homes. 85% of the aggregate GAAP Value of Model Homes; plus 

  
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 (iv) Unsold Homes Under Construction. 80% of the aggregate GAAP Value of
Unsold Homes Under Construction; plus 
 (v) Tower Construction Project Costs. With respect to a Tower
Construction Project owned by a Loan Party and financed with Loans under this Agreement, 75% of the Adjusted Project Costs incurred by such Loan Party with respect thereto, provided that the Adjusted Project Costs shall be excluded from computation
in the Borrowing Base on the date which is ninety (90) days from the Tower Completion Date for such Tower Construction Project; plus 

(vi) Sold (but not closed) Tower Units. With respect to Tower Sold Units and as to which ninety (90) days have elapsed
from the Tower Completion Date, 65% of the difference between (x) the Tower Unit Costs incurred by a Loan Party with respect thereto and (y) the aggregate amount of all Customer Deposit Liabilities held pursuant to each such Tower Purchase Contract
which may be applied to the Tower Unit Costs; provided that such Tower Sold Units shall be excluded from computation in the Borrowing Base hereunder on the date which is one hundred and eighty (180) days from the Tower Completion Date for such Tower
Units; furthermore, the maximum amount of availability includable in the Borrowing Base hereunder shall not exceed 65% of the sales price less all Customer Deposit Liabilities under the Tower Purchase Contracts; plus 

(vii) Tower Unsold Units. With respect to Tower Unsold Units and as to which ninety (90) days have elapsed from the
Tower Completion Date, 50% of the Tower Unit Costs incurred by a Loan Party with respect thereto; provided that such Tower Unsold Units shall be excluded from computation in the Borrowing Base hereunder on and after that date which is one hundred
and eighty (180) days from the Tower Completion Date for such Tower Units; plus 
 (viii) Developed Lots and Lots
Under Development. 65% of the aggregate GAAP Value of Developed Lots and Lots Under Development; plus 
 (ix)
Land Held For Future Development. 50% of the aggregate GAAP Value of Land Held for Future Development; plus 

(x) Unrestricted Cash. 100% of Unrestricted Cash minus Total Outstandings (excluding undrawn Letters of
Credit); 
 provided, however, that the aggregate of the amounts set forth in clause (ix) shall be less than 45% of the Borrowing Base;
provided further, that (a) the value of (I) any unentitled land or land under option and (II) the assets securing the loans under the Stonegate Agreement, in each case, shall not be included in the Borrowing Base, (b) prior to the
commencement of any Tower Construction Project, the value of any land designated for such Tower Construction Project shall, to the extent constituting Land Held For Future Development hereunder, be included in the Borrowing Base under clause (ix)
above, (c) from and after the commencement of a Tower Construction Project, the value of the land upon which such Tower Construction Project has commenced shall no longer be included in the Borrowing Base pursuant to clause (ix) above, but instead,
subject to the requirements set forth in Section 2.8(c), the components of such Tower Construction Project shall be included under clauses (v), (vi) and (vii) above, as applicable, and (d) in no event shall the percentage of the Borrowing Base
attributable to (I) all Tower Construction Projects under clauses (v), (vi) and (vii) above exceed (A) 20% of the Borrowing Base, if the Consolidated Leverage Ratio, calculated on a pro forma basis with any Loan, Letter of Credit or other Borrowing
Base Indebtedness deemed to be incurred as of the end of the most recent Fiscal Quarter for which financial statements have been delivered (or were required to have been delivered) pursuant to 

  
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Section 7.1(a) or (b) (or, to the extent more recent, the last fiscal month for which internal financial statements are available), is less than 0.30 to 1.00 and (B) 15% of the Borrowing Base,
otherwise and (II) any single Tower Construction Project under clauses (v), (vi) and (vii) above exceed 10% of the Borrowing Base. 
 (c)
Borrowing Base Requirements for Tower Construction Projects. The satisfaction of the following requirements must be certified to in each applicable Borrowing Base Certificate in order for a Tower Construction Project to be included in the
Borrowing Base pursuant to Sections 2.8(b)(v), (b)(vi) and (b)(vii) above as of the date of determination: 
 (i) All
material governmental approvals and entitlements required for the commencement of construction shall have been obtained and issued; 

(ii) The applicable Loan Party shall have entered into Tower Purchase Contracts for Tower Units which produce Net Sale Proceeds
in excess of 50% of the Adjusted Project Cost for such Tower Construction Project; 
 (iii) For any Tower Construction
Project that consists of ten (10) or more floors, the applicable Loan Party shall have received Escrow Deposits for Tower Units in such Tower Construction Project in the ordinary course of business with customary terms and conditions that provides
for a cash down payment of not less than such amount that is customary in the local market; 
 (iv) Any Escrow Deposits used
in construction shall be fully bonded and nonrefundable; 
 (v) The applicable Loan Party shall have entered into a maximum
guaranteed construction contract with a financially sound and reputable bonded contractor as reasonably determined by such Loan Party; and 

(vi) Tower Units shall not be included in the Borrowing Base if such Tower Units are subject to any Liens (other than Permitted
Encumbrances). 
 ARTICLE III. 

PAYMENTS AND FEES 
 3.1
Principal and Interest. 
 (a) Interest shall be payable on the outstanding daily unpaid principal amount of each Advance from the
date of such Advance until payment in full and shall accrue and be payable at the rates set forth herein, to the extent permitted by applicable Laws, before and after default, before and after maturity, before and after any judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest to bear interest at the Default Rate. 

(b) Interest accrued on each Base Rate Loan shall be due and payable in arrears on each Quarterly Payment Date and on the Maturity Date;
except as otherwise provided in Section 3.7, the unpaid principal amount of any Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the sum of the Base Rate plus the Base Rate Spread. 

(c) Interest accrued on each Eurodollar Rate Loan shall be due and payable in arrears on the last day of the Interest Period applicable to
such Eurodollar Rate Loan; provided, in the case of each Interest Period of longer than three months, accrued interest shall also be due and payable each date 

  
 45 








 
that is three months, or an integral multiple thereof, after the commencement of such Interest Period. Except as otherwise provided in Section 3.7, the unpaid principal amount of any
Eurodollar Rate Loan shall bear interest at a rate per annum equal to the sum of the Eurodollar Rate for that Eurodollar Rate Loan plus the Eurodollar Rate Spread. 

(d) If not sooner paid, the Loans shall be payable as follows: 

(i) the Loans shall be payable within one Business Day in Cash to the extent that the Total Outstandings exceeds at any time
the Commitments as then in effect or Borrowing Base Indebtedness exceeds at any time the Borrowing Base as then in effect, but only to the extent of such excess, and excluding any portion of such excess represented by outstanding Letters of Credit
which are Cash Collateralized or Letter of Credit Collateralized pursuant to Section 2.5(g); and 
 (ii) the Loans shall in
any event be immediately payable in Cash on the Maturity Date. 
 (e) Loans may, at any time and from time to time, voluntarily be prepaid
at the election of the Borrower in whole or in part without premium or penalty; provided that: (i) any partial prepayment shall be in integral multiples of $1,000,000, (ii) any partial prepayment shall be in an amount not less than
$1,000,000 on a Base Rate Loan, and not less than $5,000,000 on a Eurodollar Rate Loan, (iii) the Administrative Agent must have received written notice of any prepayment at least 3 Business Days before the date of prepayment in the case of a
Eurodollar Rate Loan and by 1:00 p.m., New York time, on the date of prepayment in the case of a Base Rate Loan, (iv) each prepayment of principal, except for partial prepayments on Base Rate Loans, shall be accompanied by prepayment of interest
accrued to the date of payment on the amount of principal paid and (v) in the case of any prepayment of any Eurodollar Rate Loan, the Borrower shall promptly upon demand reimburse each Bank for any loss or cost directly or indirectly resulting from
the prepayment, determined as set forth in Section 3.6. 
 3.2 Commitment Fee. 

From the Restatement Date until the Maturity Date, the Borrower shall pay to the Administrative Agent, for the account of each Bank, pro rata
according to that Bank’s Pro Rata Share of the Commitment, a commitment fee equal 0.40% times the average daily amount by which the Commitment exceeds the aggregate outstanding principal of the Loans plus the Letter of Credit
Usage; provided that, no commitment fee shall accrue with respect to any Defaulting Bank’s Pro Rata Share of the Commitment to the extent not reallocated pursuant to Section 10.13. This commitment fee shall accrue daily and be payable in
arrears with respect to each calendar quarter on the Quarterly Payment Date falling at the end of such calendar quarter. The Administrative Agent shall calculate the commitment fee and shall notify the Borrower in writing of such amounts prior to
each Quarterly Payment Date. 
 3.3 Other Fees. 

The Borrower shall pay to Citi, the Arrangers and the Banks such other fees in such amounts and at such times as heretofore set forth in the
Engagement Letter, the Fee Letter and any other applicable letter agreements to which the Borrower is a party. 

  
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 3.4 [Intentionally Omitted]. 

3.5 [Intentionally Omitted]. 

3.6 Eurodollar Fees and Costs. 

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

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

(ii) subject any Recipient to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Recipient in respect thereof (except for Indemnified Taxes, Taxes described in clauses (b) and (c) of the definition of
Excluded Taxes, and Connection Income Taxes); or 
 (iii) impose on any Bank or an Issuing Bank or the London interbank
market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Bank or any Letter of Credit or participation therein; 

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

(b) Capital or Liquidity Requirements. If any Bank or an Issuing Bank determines that any Change in Law affecting such Bank or such
Issuing Bank or any Lending Office of such Bank or such Bank’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Bank’s or
such Issuing Bank’s capital or on the capital of such Bank’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Bank or the Loans made by, or participations in Letters of Credit
held by, such Bank, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Bank or such Issuing Bank or such Bank’s or such Issuing Bank’s holding company could have achieved but for such Change in Law
(taking into consideration such Bank’s or such Issuing Bank’s policies and the policies of such Bank’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity requirements), then from time to time
the Borrower will pay to such Bank or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank or such Issuing Bank or such Bank’s or such Issuing Bank’s holding company for any such reduction
suffered. 
 (c) Certificates for Reimbursement. A certificate of a Bank or an Issuing Bank setting forth the amount or amounts
necessary to compensate such Bank or such Issuing Bank or its holding company, as the case may be, as specified in Section 3.6(a) or Section 3.6(b) and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay
such Bank or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

  
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 (d) Delay in Requests. Failure or delay on the part of any Bank or an Issuing Bank to
demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Bank’s or such Issuing Bank’s right to demand such compensation, provided that, the Borrower shall not be required to
compensate a Bank or an Issuing Bank pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 6 months prior to the date that such Bank or such Issuing Bank, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Bank’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 6-month period referred to above shall be extended to include the period of retroactive effect thereof). 

(e) If, with respect to any proposed Eurodollar Rate Loan: 

(i) the Administrative Agent reasonably determines that, by reason of circumstances affecting the London interbank Eurodollar
market generally that are beyond the reasonable control of the Banks, deposits in dollars (in the applicable amounts) are not being offered to each of the Banks in the London interbank Eurodollar market for the applicable Interest Period; or 

(ii) the Required Banks advise the Administrative Agent that the Eurodollar Rate as determined by the Administrative Agent will
not adequately and fairly reflect the cost to such Banks of making the applicable Eurodollar Advances; then the Administrative Agent forthwith shall give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies
the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Banks to make any future Eurodollar Advances shall be suspended. If at the time of such notice there is then pending a Loan Notice that
specifies a Eurodollar Rate Loan, such Loan Notice shall be deemed to specify a Base Rate Loan. 
 (f) Compensation for
Losses. Upon demand of any Bank (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Bank for and hold such Bank harmless from any loss, cost or expense incurred by it as a result of: 

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

(ii) any failure by the Borrower (for a reason other than the failure of any Bank to make a Loan) to prepay, borrow, continue
or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or 
 (iii) any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.27; 

including any loss, cost or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees
payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Bank in connection with the foregoing. For purposes of calculating amounts


  
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payable by the Borrower to the Banks under this Section 3.6, each Bank shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the
Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 

(g) If any Bank requests compensation under this Section 3.6, then such Bank shall, if requested by the Borrower, use commercially
reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event in accordance with Section 3.17. 

3.7 Late Payments/Default Interest. 

If any installment of principal, interest or fee or any other amount payable to the Banks under any Loan Document is not paid when due, it
shall thereafter bear interest at a fluctuating interest rate per annum at all times (whether before or after judgment ) equal to the sum of the Base Rate plus the Base Rate Spread plus 2% (the “Default Rate”),
provided however that, subject to the following sentence, principal, interest or other amounts due with respect to Eurodollar Rate Loans shall bear interest at a fluctuating rate per annum at all times equal to the sum of the
Eurodollar Rate plus the Eurodollar Rate Spread plus 2%; in each case, to the extent permitted by applicable Law, until paid in full (whether before or after judgment). Upon and during the continuance of any Event of Default under
Section 9.1(j), the Obligations shall automatically bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate, to the extent permitted by applicable Law, until no Event of Default exists (whether before or after
judgment). 
 3.8 Computation of Interest and Fees. 

All computations of interest for Base Rate Loans when the Base Rate is determined by Citi’s “prime rate” shall be calculated on
the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and fees hereunder shall be calculated on the basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day and excluding the last day), which results in greater interest than if a year of 365 days were used. Any Loan that is repaid on the same day on which it is made shall bear interest for one day. 

3.9 Holidays. 
 If any
payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 

3.10 Payment Free of Taxes. 

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other
Loan Document shall be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable Law. If the Borrower shall be required (as determined in the good faith discretion of the applicable withholding
agent) by applicable Law to deduct and withhold any Tax from any such payment, then 
 (i) if such Tax is an Indemnified Tax,
then the sum payable shall be increased as necessary so that after making all required deductions of Indemnified Taxes (including deductions and withholdings applicable to additional sums payable under this Section) the Recipient receives an amount
equal to the sum it would have received had no such deductions been made, 

  
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 (ii) the Borrower or Administrative Agent, as applicable, shall make such
deductions, and 
 (iii) the Borrower or Administrative Agent, as applicable, shall timely pay the full amount deducted to
the relevant Governmental Agency in accordance with applicable Law. 
 (b) Payment of Other Taxes by the Borrower. The Borrower
shall timely pay any Other Taxes to the relevant Governmental Agency in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for its payment in accordance with applicable Law of any Other Taxes. 

(c) Indemnification by the Borrower. Without duplication of Section 3.10(a), the Borrower shall indemnify each Recipient within 10
days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Agency. A certificate as to the amount of such payment or liability,
together with reasonable supporting documentation, if any, delivered to the Borrower by a Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest
error. 
 (d) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Agency,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Agency evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent. 
 (e) Status of Banks. Any Bank that is entitled to an exemption from or reduction of
withholding Tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the
Borrower (with a copy to the Administrative Agent), prior to the date on which such Bank becomes a Bank under this Agreement, and at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent,
such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by the Borrower or
the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not
such Bank 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 3.10(e)(1)(i)-(iv), Section 3.10(e)(2) and Section 3.10(e)(3) below) shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject such Bank to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank. Without limiting the generality of the foregoing, 

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

 (i) duly executed originals of IRS Form W-8BEN or W-8BEN-E claiming eligibility for benefits of an income tax treaty to
which the United States is a party, 

  
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 (ii) duly executed originals of IRS Form W-8ECI, 

(iii) in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under section 881(c) of the
Code, (x) a certificate (a “U.S. Tax Compliance Certificate”) substantially in the form of Exhibit H-1 to the effect that such Foreign Bank is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly executed originals
of IRS Form W-8BEN or W-8BEN-E, 
 (iv) duly executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign
Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on
behalf of each such direct and indirect partner, and 
 (v) any other form or certificate prescribed by applicable Law as a
basis for claiming exemption from or a reduction in United States federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower to determine the withholding or
deduction required to be made; 
 (2) if a payment made to a Bank under any Loan Document would be subject to United States federal
withholding Tax imposed by FATCA if such Bank 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 Bank 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 Bank has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. For purposes of determining withholding Taxes imposed under FATCA, from and after the Restatement
Date, the parties shall treat (and the Borrower, the Guarantor Subsidiaries and the Banks hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury
Regulation Section 1.1471-2(b)(2)(i) or 1.1471-2T(b)(2)(i). 
 (3) each Bank that is a “United States person” within the meaning
of Section 7701(a)(30) of the Code shall 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 Bank becomes a Bank under this Agreement (and
from time to time thereafter upon the request of the Borrower or the Administrative Agent) duly completed originals of IRS Form W-9 (or any successor form) certifying that such Bank is exempt from U.S. federal backup withholding tax. 

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

(f) Treatment of Certain Refunds. If any Recipient determines, in its sole discretion exercised in good faith, that it has
received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to
the extent of indemnity payments made by the Borrower under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Recipient, and without interest (other than any interest paid by the relevant
Governmental Agency with respect to such refund), provided that, the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower pursuant to this Section 3.10(f) (plus any penalties, interest or other
charges imposed by the relevant Governmental Agency) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Agency. Notwithstanding anything to the contrary in this Section 3.10(f), in no event will
the Recipient be required to pay any amount to the Borrower pursuant to this Section 3.10(f) the payment of which would place the Recipient in a less favorable net after-Tax position than it 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 Section 3.10(f) shall not be construed to require the
Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. 

3.11 Funding Sources. 

Except as otherwise provided in Section 3.6(g), nothing in this Agreement shall be deemed to obligate any Bank to obtain the funds for its
share of any Loan in any particular place or manner or to constitute a representation by any Bank that it has obtained or will obtain the funds for its share of any Loan in any particular place or manner. 

3.12 Failure to Charge or Making of Payment Not Subsequent Waiver. 

Any decision by any Bank not to require payment of any fee or costs, or to reduce the amount of the payment required for any fee or costs, or
to calculate any fee or any cost in any particular manner, shall not limit or be deemed a waiver of any Bank’s right to require full payment of any fee or costs, or to calculate any fee or any costs in any other manner. Any decision by the
Borrower to pay any fee or costs shall not limit or be deemed a waiver of any right of the Borrower to protest or dispute the payment amount of such fee or costs. 

3.13 Time and Place of Payments; Evidence of Payments; Application of Payments. 

All payments to be made by the Borrower shall be made without conditions or deduction for any counterclaim, defense, recoupment or setoff. The
amount of each payment hereunder, under the Notes or under any Loan Document shall be made to the Administrative Agent at the Administrative Agent’s Office, for the account of each of the Banks or the Administrative Agent, as the case may be,
in lawful money of the United States of America without deduction, offset or counterclaim and in immediately available funds on the day of payment (which must be a Business Day). All payments of principal received after 1:00 p.m., New York time, on
any Business Day, shall be deemed received on the next succeeding Business Day for purposes of calculating interest thereon. The amount of all payments received by the Administrative Agent for the account of a Bank shall be promptly paid by the
Administrative Agent to that Bank in immediately available funds. Each Bank shall keep a record of Advances made by it and payments of principal with respect to each Note, and such record shall be 

  
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presumptive evidence of the principal amount owing under such Note; provided that, failure to keep such record shall in no way affect the Obligations of the Borrower. Prior to the
Maturity Date or an acceleration of the maturity of the Loans, payments under the Loan Documents shall be applied first to amounts owing under the Loan Documents other than the principal amount of and accrued interest on the Loans and the
Borrower’s obligations with respect to Letter of Credit Usage, second to accrued interest on the Loans, third, to the principal amount of the Loans and fourth to the Borrower’s Obligations with respect to Letter of
Credit Usage then due and owing. Following the Maturity Date or an acceleration of the maturity of the Loans, payments and recoveries under the Loan Documents shall be applied in a manner designated in Section 9.2(e). All payments with respect to
principal and interest shall be applied ratably in accordance with the Pro Rata Shares. 
 3.14 Administrative Agent’s
Right to Assume Payments Will be Made. 
 Unless the Borrower or any Bank has notified the Administrative Agent, prior to the date any
payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Bank, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Bank, as the case may be, has
timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative
Agent in immediately available funds, then: 
 (a) if the Borrower failed to make such payment, each Bank shall forthwith on demand repay to
the Administrative Agent the portion of such assumed payment that was made available to such Bank in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the
Administrative Agent to such Bank to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and 

(b) if any Bank failed to make such payment, such Bank shall forthwith on demand pay to the Administrative Agent the amount thereof in
immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the
“Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Bank pays such amount to the Administrative Agent, then such amount shall constitute such Bank’s Advance included
in the applicable Loan. If such Bank does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the
Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Advance. Nothing herein shall be deemed to relieve any Bank from its obligation to
fulfill its Pro Rata Share of the Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Bank as a result of any default by such Bank hereunder. 

A notice of the Administrative Agent to any Bank or the Borrower with respect to any amount owing under this Section 3.14 shall be conclusive, absent manifest
error. 
 3.15 Survivability. 

All of the Borrower’s obligations under Sections 3.6 and 3.10 hereof shall survive termination of the Commitments and repayment of all
other Obligations hereunder. 

  
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 3.16 Bank Calculation Certificate. 

Any request for compensation pursuant to Section 3.6 shall be accompanied by a statement of an officer of the Bank requesting such
compensation and describing the methodology used by such Bank in calculating the amount of such compensation, which methodology may consist of any reasonable averaging and attribution. 

3.17 Designation of a Different Lending Office. 

If any Bank requests compensation under Sections 3.6(a) or 3.6(b), or the Borrower is required to pay any additional amount to any Bank or any
Governmental Agency for the account of any Bank pursuant to Section 3.10, then such Bank shall use reasonable efforts to designate a different Lending Office for funding or booking its Advances hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 3.6(a), Section 3.6(b) or Section 3.10, as the case may
be, in the future, and (ii) in each case, would not subject such Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Bank. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Bank in connection with any such designation or assignment. 
 ARTICLE IV. 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Banks that: 

4.1 Existence and Qualification; Power; Compliance with Law. 

The Borrower is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and its
certificate of incorporation does not provide for the termination of its existence. The Borrower is duly qualified or registered to transact business as a foreign corporation in the State of Florida, and in each other jurisdiction in which the
conduct of its business or the ownership of its properties makes such qualification or registration necessary, except where the failure so to qualify or register would not constitute a Material Adverse Effect. The Borrower has all
requisite corporate power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform all of its obligations under the Loan Documents. All outstanding shares of capital stock of the Borrower are
duly authorized, validly issued, fully paid, non-assessable, and were issued in compliance with all applicable state and federal securities Laws, except where the failure to so comply would not constitute a Material Adverse Effect. The
Borrower is in compliance with all Laws and other legal requirements applicable to its business the violation of which would have a Material Adverse Effect, and has obtained all authorizations, consents, approvals, orders, licenses and permits
(collectively, “Authorizations”) from, and has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of
its business, except where the failure so to obtain Authorizations, or to comply with, file, register, qualify or obtain exemptions would not constitute a Material Adverse Effect. 

4.2 Authority; Compliance with Other Instruments and Government Regulations. 

The execution, delivery, and performance by the Borrower, and by each Guarantor Subsidiary of the Borrower, of the Loan Documents to which it
is a Party, have been duly authorized by all necessary corporate or partnership action, and do not: 
 (a) require any consent or approval
not heretofore obtained of any stockholder, partner, security holder, or creditor of such Party; 

  
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 (b) violate or conflict with any provision of such Party’s charter, certificate or articles
of incorporation, bylaws, certificate or articles of organization, operating agreement, partnership agreement or other organizational or governing documents of such Party; 

(c) result in or require the creation or imposition of any Lien (except to the extent that any Lien is created under this Agreement or is
permitted under this Agreement pursuant to Section 6.7); 
 (d) constitute a “transfer of an interest” or an “obligation
incurred” that is avoidable by a trustee under Section 548 of the Bankruptcy Code of 1978, as amended, or constitute a “fraudulent transfer” or “fraudulent obligation” within the meaning of the Uniform Fraudulent Transfer
Act as enacted in any jurisdiction or any analogous Law; 
 (e) violate any Requirement of Law applicable to such Party; or 

(f) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or
loan or credit agreement to which such Party or any of its Property is bound or affected with respect to any obligation or obligations aggregating $25,000,000 or more; 

and neither the Borrower nor any Guarantor Subsidiary of the Borrower is in violation of, or default under, any Requirement of Law, or any indenture, loan or
credit agreement described in Section 4.2(f) in any respect that would constitute a Material Adverse Effect. 
 4.3 No Governmental
Approvals Required. 
 Except such as have heretofore been obtained, no Authorization from, or filing, registration, or qualification
with, or exemption from any of the foregoing from, any Governmental Agency is or will be required to authorize or permit the execution, delivery and performance by the Borrower or any Guarantor Subsidiary of the Borrower of the Loan Documents to
which it is a Party, except where the failure to obtain such Authorization, registration or exemption would not constitute a Material Adverse Effect. 

4.4 Subsidiaries. 
 (a)
Schedule 4.4 correctly sets forth the names, the form of legal entity, the jurisdictions of organization of all Subsidiaries of the Borrower as of the Restatement Date and the identification by the Borrower of each Restricted Subsidiary,
Significant Subsidiary, Guarantor Subsidiary, Foreign Subsidiary, Unrestricted Subsidiary, Immaterial Subsidiary and Mortgage Subsidiary of the Borrower, in each case as of the Restatement Date. As of the Restatement Date, unless otherwise
indicated in Schedule 4.4, all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Subsidiary indicated thereon are owned of record and beneficially by the Borrower or one of such
Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and non-assessable (other than with respect to required capital
contributions to any joint venture in accordance with customary terms and provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all
Liens, except for Liens permitted under this Agreement. 

  
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 (b) Each Guarantor Subsidiary is duly organized, validly existing and in good standing under the
Laws of its jurisdiction of organization, is duly qualified to do business as a foreign organization and is in good standing as such in each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such
qualification necessary (except where the failure to be so duly qualified and in good standing does not constitute a Material Adverse Effect) and has all requisite power and authority to conduct its business, to own and lease its Properties
and to execute, deliver and perform the Loan Documents to which it is a Party. 
 (c) Each Guarantor Subsidiary is in substantial compliance
with all Laws and other requirements applicable to its business and has obtained all Authorizations from, and each such Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of
the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure so to obtain Authorizations, or to comply with, file, register, qualify or obtain exemptions does not constitute a
Material Adverse Effect. 
 4.5 Financial Statements. 

The Borrower has furnished to each Bank (a) the audited consolidated financial statements of the Borrower and its Restricted Subsidiaries as
of December 31, 2014 and for the Fiscal Year then ended and (b) the unaudited consolidated financial statements of the Borrower and its Restricted Subsidiaries as of September 30, 2015 and for the three Fiscal Quarters then ended. Such audited
and unaudited financial statements are in accordance with the books and records of the Borrower and its Restricted Subsidiaries, were prepared in accordance with Generally Accepted Accounting Principles consistently applied and fairly present in
accordance with Generally Accepted Accounting Principles consistently applied the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries as of the dates and for the periods covered thereby. 

4.6 No Material Adverse Change. 

Since the date of the financial statement most recently delivered (or required to be delivered) under Section 4.5 or Section 7.1, there has
been no material adverse change in the financial condition of the Borrower or its Subsidiaries, taken as a whole. 
 4.7 Title to
Assets. 
 (a) Except with respect to the assets described in Section 4.7(b), the Borrower and its Restricted Subsidiaries have good and
valid title to all of the assets reflected in the financial statements described in Section 4.5 as owned by them (other than assets disposed of in the ordinary course of business), free and clear of all Liens other than Liens permitted pursuant to
Section 6.7. 
 (b) The Borrower and its Restricted Subsidiaries have good record and marketable title in fee simple to all Developed Lots,
Lots Under Development, Land Held for Development, and Model Homes, Residential Units and Tower Units being constructed on Developed Lots included in the Borrowing Base (as set forth in the Borrowing Base Certificate delivered by the Borrower to the
Administrative Agent pursuant to Section 8.1(a)(viii) or Section 2.8(a)(ii), as the case may be), free and clear of all Liens (other than Liens permitted pursuant to Section 6.7). 

4.8 Intangible Assets. 

The Borrower and its Guarantor Subsidiaries own, or possess the right to use, all trademarks, trade names, copyrights, patents, patent rights,
licenses and other intangible assets that are necessary in 

  
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the conduct of their businesses as operated, and no such intangible asset, to the actual knowledge of the Borrower, conflicts with the valid trademark, trade name, copyright, patent, patent right
or intangible asset of any other Person to the extent that such conflict would constitute a Material Adverse Effect. 
 4.9
Anti-Corruption Laws and Sanctions. 
 The Borrower has implemented and maintains in effect policies and procedures designed to
ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and
to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary of the Borrower or, to the knowledge of the
Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit
facility established hereby, is a Sanctioned Person or otherwise subject to Sanctions. No Advance, Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. 

4.10 Governmental Regulation. 

(a) Neither the Borrower nor any Guarantor is engaged principally or as one of its important activities in the business of purchasing or
carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U of the Federal
Reserve Board. 
 (b) Neither the Borrower nor any of the Guarantor Subsidiaries is required to be registered as an “investment
company” under the Investment Company Act of 1940. 
 4.11 Litigation. 

There are no actions, suits, or proceedings pending or, to the actual knowledge of the Borrower, threatened against or affecting the
Borrower or any of its Restricted Subsidiaries or any Property of any of them before any Governmental Agency which would constitute a Material Adverse Effect. To the actual knowledge of the Borrower, there are no investigations by any
Governmental Agency pending or threatened against or affecting the Borrower or any of its Restricted Subsidiaries or any Property of any of them which would constitute a Material Adverse Effect. 

4.12 Binding Obligations. 

Each of the Loan Documents to which the Borrower or any Guarantor Subsidiary of the Borrower is a Party has been duly authorized, executed and
delivered and constitutes the legal, valid and binding obligation of the Borrower or the Guarantor Subsidiary, as the case may be, enforceable against the Borrower or the Guarantor Subsidiary, as the case may be, in accordance with its terms,
except as enforcement may be limited by Debtor Relief Laws or by equitable principles relating to the granting of specific performance or other equitable remedies as a matter of judicial discretion. 

4.13 No Default. 
 No
event has occurred and is continuing that is a Default or an Event of Default. 

  
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 4.14 [Intentionally Omitted]. 

4.15 Tax Liability. 
 The
Borrower and its Restricted Subsidiaries have timely filed all federal income Tax returns and all other material Tax returns which are required to be filed or have requested a valid extension thereof, and have paid, or made provision for the payment
of, all Taxes which have become due pursuant to said returns or pursuant to any assessment received by the Borrower or any Restricted Subsidiary, except such Taxes, if any, (a) as are being contested in good faith by appropriate proceedings
(and with respect to which the Borrower or its Restricted Subsidiary has established adequate reserves for the payment of the same to the extent required by, and in accordance with, Generally Accepted Accounting Principles), or (b) the failure of
which to pay will not constitute a Material Adverse Effect. 
 4.16 [Intentionally Omitted]. 

4.17 Environmental Matters. 

To the actual knowledge of the Borrower, the Borrower and its Restricted Subsidiaries are in substantial compliance with all applicable Laws
relating to environmental protection where the failure to comply would constitute a Material Adverse Effect. To the actual knowledge of the Borrower, neither the Borrower nor any of its Restricted Subsidiaries has received any notice from any
Governmental Agency respecting the alleged violation by the Borrower or any Restricted Subsidiary of such Laws which would constitute a Material Adverse Effect and which has not been or is not being corrected. 

4.18 Disclosure. 
 The
information provided by the Borrower to the Banks in connection with this Agreement or any Loan, taken as a whole, has not contained any untrue statement of a material fact and has not omitted a material fact necessary to make the statements
contained therein, taken as a whole, not misleading under the totality of the circumstances existing at the date such information was provided and in the context in which it was provided. 

4.19 [Intentionally Omitted]. 

4.20 ERISA Compliance. 

(a) Except as would not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS or an application for such a
letter is currently being processed by the IRS with respect thereto and, to the actual knowledge of the Borrower, except as would not reasonably be expected to have a Material Adverse Effect, nothing has occurred which would prevent, or cause the
loss of, such qualification. As of the Restatement Date, neither the Borrower nor any ERISA Affiliate sponsors, or has sponsored within the past 6 years, a Pension Plan, or is a participant, or has participated within the past 6 years, in a
Multiemployer Plan. 
 (b) There are no pending or, to the actual knowledge of the Borrower, threatened claims, actions or lawsuits, or
action by any Governmental Agency, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan
that has resulted or would reasonably be expected to result in a Material Adverse Effect. No ERISA Event that has resulted or would reasonably be expected to result in a Material Adverse Effect has occurred or is reasonably expected to occur. 

  
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 4.21 Solvency. 

On a consolidated basis, after giving effect to the making of any Loans and the issuance of any Letter of Credit hereunder, the Borrower and
its Subsidiaries are Solvent. 
 4.22 [Intentionally Omitted]. 

4.23 Tax Shelter Regulations. 

The Borrower does not intend to treat the Loans or Letters of Credit as being a “reportable transaction” (within the meaning of
Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. Accordingly, if the Borrower so notifies the Administrative
Agent, the Borrower acknowledges that one or more of the Banks may treat its Loans or Letters of Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Bank or Banks, as applicable, will maintain the
lists and other records required by such Treasury Regulation. 
 ARTICLE V. 

AFFIRMATIVE COVENANTS 
 (OTHER THAN
INFORMATION AND REPORTING REQUIREMENTS) 
 As long as any Loan remains unpaid, or any other Obligation remains unpaid, or any portion of the Commitment or
any Letter of Credit remains outstanding, the Borrower shall, and shall cause each of its Restricted Subsidiaries to, unless the Administrative Agent (with the approval of the Required Banks) otherwise consents in writing: 

5.1 Payment of Taxes and Other Potential Liens. 

Pay and discharge promptly, all Taxes, assessments, and governmental charges or levies imposed upon the Borrower or any of its Restricted
Subsidiaries, upon their respective Property or any part thereof, upon their respective income or profits or any part thereof, except any Tax, assessment, charge, or levy (i) that is not yet past due, or is being contested in good faith by
appropriate proceedings, as long as the Borrower or its Restricted Subsidiary has established and maintains adequate reserves for the payment of the same to the extent required by, and in accordance with, Generally Accepted Accounting Principles or
(ii) the failure of which to pay would not constitute a Material Adverse Effect. 
 5.2 Preservation of Existence. 

Preserve and maintain their respective existence, licenses, rights, franchises, and privileges in the jurisdiction of their formation and all
authorizations, consents, approvals, orders, licenses, permits, or exemptions from, or registrations with, any Governmental Agency that are necessary for the transaction of their respective business, and qualify and remain qualified to transact
business in each jurisdiction in which such qualification is necessary in view of their respective business or the ownership or leasing of their respective Properties; provided that, (a) the failure to preserve and maintain any particular
right, franchise, privilege, authorization, consent, approval, order, license, permit, exemption, or registration, or to qualify or remain qualified in any jurisdiction, that does not constitute a Material Adverse Effect will not constitute a
violation of this covenant, and (b) nothing in this Section 5.2 shall prevent any consolidation or merger or Disposition of assets permitted by Section 6.3 or shall prevent the termination of the business or existence (corporate or otherwise) of any
Subsidiary of the Borrower which in the reasonable judgment of the management of the Borrower is no longer necessary or desirable including the liquidation of WCI Towers Northeast USA, Inc. and WCI Communities Rivington, LLC. 

  
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 5.3 Maintenance of Properties. 

Maintain, preserve and protect all of their respective real Properties in good order and condition, subject to wear and tear in the ordinary
course of business and damage caused by the natural elements, and not permit any waste of their respective real Properties, except that the failure to so maintain, preserve or protect any particular real Property, or the permitting of waste
on any particular real Property, where such failure or waste with respect to all real Properties of the Borrower and its Restricted Subsidiaries, in the aggregate, would not constitute a Material Adverse Effect. 

5.4 Maintenance of Insurance. 

Maintain insurance with responsible insurance companies in such amounts and against such risks as in the Borrower’s reasonable business
judgment is adequate in light of the Borrower’s and its Restricted Subsidiaries’ size, business, assets and location of operations. 

5.5 Compliance with Laws. 

Comply with all Requirements of Laws (including ERISA, Hazardous Materials Laws, Anti-Terrorism Laws and Regulation U and X issued by the
Federal Reserve Board) noncompliance with which would constitute a Material Adverse Effect, except that the Borrower and its Restricted Subsidiaries need not comply with a Requirement of Law then being contested by any of them in good faith
by appropriate procedures, so long as such contest (or a bond or surety posted in connection therewith) operates as a stay of enforcement of any material penalty that would otherwise apply as a result of such failure to comply. The Borrower
will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 

5.6 Inspection Rights. 

Permit representatives and independent contractors of the Administrative Agent and each Bank to visit and inspect any of its properties, to
examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors and officers, all at the reasonable expense of the Borrower and at such
reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, none of the foregoing unreasonably interferes with the normal business operations of the
Borrower or any of such Restricted Subsidiaries and that the Banks shall engage in any such inspections on a cooperative basis. 
 5.7
Keeping of Records and Books of Account. 
 Keep adequate records and books of account fairly reflecting all financial transactions
in conformity with Generally Accepted Accounting Principles applied on a consistent basis (except for changes concurred with by the Borrower’s independent certified public accountants) and all applicable requirements of any Governmental Agency
having jurisdiction over the Borrower or any of its Restricted Subsidiaries. 

  
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 5.8 Use of Proceeds. 

Use the proceeds of all Loans solely for working capital, land acquisitions, Acquisitions permitted hereunder, the acquisition of any assets
used in the Core Businesses and other general corporate purposes of the Borrower and its Subsidiaries. 
 5.9 Subsidiary Guaranty.

 Cause each of its Guarantor Subsidiaries hereafter formed, acquired or qualifying as a Guarantor Subsidiary, to (a) execute and deliver
to the Administrative Agent promptly following such formation, acquisition or qualification a joinder of the Subsidiary Guaranty in the form attached as an exhibit thereto, and (b) deliver to the Administrative Agent documents of the types referred
to in clause (v) of Section 8.4(a) and, if requested by the Administrative Agent, favorable opinions of counsel to such Guarantor Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the
documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, any Subsidiary of the Borrower that guarantees the obligations under the Senior Notes and
the Senior Note Indenture shall also be a Guarantor Subsidiary hereunder and shall comply with the provisions of this Section 5.9. 
 ARTICLE
VI. 
 NEGATIVE COVENANTS 
 As
long as any Loan remains unpaid, or any other Obligation remains unpaid, or any portion of the Commitment or any Letter of Credit remains outstanding, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, unless the
Administrative Agent (with the approval of the Required Banks) otherwise consents in writing: 
 6.1 Payment or Prepayment of
Subordinated Obligations and Certain Other Obligations. 
 (a) Make any payment with respect to any Subordinated Obligation in violation
of the provisions in the instruments governing such Subordinated Obligation; or 
 (b) (i) Make an optional or unscheduled payment or
prepayment of any principal (including an optional or unscheduled sinking fund payment), interest or any other amount with respect to any Subordinated Obligation, or (ii) make a purchase or redemption of any Subordinated Obligation; provided,
however, that the restrictions set forth in this clause (b) shall not apply if all of the following conditions are met: 

(i) the Borrower is in compliance with the covenants set forth in Sections 6.9, 6.10 and 6.11 hereof on a pro forma basis after
giving effect to such payment, prepayment, purchase or redemption of Subordinated Obligations; and 
 (ii) no Default or
Event of Default then exists or would result therefrom. 
 6.2 Indebtedness of Mortgage Subsidiaries. 

Notwithstanding anything herein to the contrary, Mortgage Subsidiaries shall not incur any Indebtedness for borrowed money other than
Non-Recourse Indebtedness. 

  
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 6.3 Merger and Sale of Assets. 

Merge or consolidate with or into any Person, sell a Material Amount of Assets or liquidate or dissolve the Borrower or any Restricted
Subsidiary, except, subject to Section 6.6: 
 (a) a merger of the Borrower into a wholly-owned Restricted Subsidiary of the Borrower
that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of the Borrower in another state of the United States; 

(b) merger, consolidation or liquidation of a Subsidiary of the Borrower into the Borrower (with the Borrower as the surviving corporation) or
into any other Restricted Subsidiary of the Borrower, provided that, (i) the reduction in the proportionate share of the Borrower and its Restricted Subsidiaries in the total assets of such resulting Subsidiary (after intercompany
eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; 

(c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Restricted Subsidiary; provided
that, (i) any such transaction does not involve a transfer by the Borrower or its Restricted Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred
and be continuing; 
 (d) a merger or consolidation of the Borrower with another Person if (i) no Change in Control results therefrom, (ii)
the Borrower does not transfer a Material Amount of Assets measured before the effectiveness of the merger or consolidation to one or more Persons in giving effect to such merger or consolidation, (iii) the Borrower is the surviving Person and
(iv) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; 
 (e) the
sale of inventory (which shall include personal property, real property and interests in real property) in the ordinary course of business; 

(f) any sale of assets among the Loan Parties and their Restricted Subsidiaries which is in the ordinary course of business or is otherwise in
compliance with all other provisions of this Agreement; or 
 (g) the liquidation of WCI Towers Northeast USA, Inc. and WCI Communities
Rivington, LLC. 
 6.4 Investments and Acquisitions. 

Make any Acquisition, or enter into an agreement to make any Acquisition, or make or suffer to exist any Investment, other than: 

(a) Investments in Cash or Cash Equivalents; 

(b) Loans and advances to directors, employees and officers of the Borrower and its Restricted Subsidiaries for bona fide business purposes
not in excess of $2,000,000 (without giving effect to the forgiveness of any such loan) at any one time outstanding; 
 (c) Investments of
the Borrower in any of its wholly-owned Restricted Subsidiaries and Investments of any Subsidiary of the Borrower in the Borrower or any of the Borrower’s wholly-owned Restricted Subsidiaries; 

  
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 (d) Acquisitions of or Investments in Persons engaged primarily in the same businesses as the
Borrower and its Restricted Subsidiaries (including Core Businesses), or in a business reasonably related to such businesses, including electronic commerce and similar activities related to real estate; 

(e) Acquisitions of or Investments in the Borrower’s own capital stock permitted by Section 6.12; 

(f) Acquisitions of or Investments in Persons engaged primarily in businesses other than those permitted by Section 6.4(d), provided
that, the aggregate cost of all such Acquisitions and Investments made in any fiscal year does not exceed $10,000,000; 
 (g) Investments in
Restricted Subsidiaries in existence on the Restatement Date and disclosed on Schedule 6.4; 
 (h) Investments received in connection
with the settlement of a bona fide dispute with another Person; 
 (i) Investments in Unrestricted Subsidiaries, subject to the limitations
set forth in Section 6.17 and in an amount not to exceed $15,000,000 in the aggregate; provided that such limitations shall not apply to Investments in Unrestricted Subsidiaries as of the Restatement Date listed on Schedule 6.4; and

 (j) advances, Loans, rebates and extensions of credit (including the creation of receivables) to suppliers, customers and vendors, and
performance and completion guarantees, in each case in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof, provided that, the aggregate amount of any such Investments at any one time
does not exceed $25,000,000; 
 but in all events, subject to the restrictions of Section 6.14. 

For purposes of compliance with this Section, in the event that any Acquisition or Investment meets the criteria set forth in more than one of
clauses (a) through (j) of this Section, the Borrower, in its sole discretion, may classify or reclassify such Acquisition or Investment in any manner that complies with this Section and such Acquisition or Investment shall be treated as having been
permitted pursuant to only one of the clauses of this Section. 
 6.5 Burdensome Agreements. 

Enter into any Contractual Obligation that limits the ability (i) of any Restricted Subsidiary to make Distributions to the Borrower or any
Subsidiary Guarantor or to otherwise transfer property to the Borrower or any Subsidiary Guarantor or (ii) of any Restricted Subsidiary to guarantee the Indebtedness of the Borrower; provided however that the foregoing restrictions
shall not apply to (x) restrictions imposed by Law or this Agreement, (y) customary restrictions and conditions contained in agreements relating to a sale of a Subsidiary or all or substantially all of its assets pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder and (z) customary provisions in leases, partnership agreements, limited liability company organizational governance documents, joint venture
agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer or encumbrance of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar
Person. 

  
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 6.6 Change in Business. 

Engage in any business other than the businesses as now conducted by the Borrower or its Subsidiaries (including the Core Businesses), and any
business reasonably related to such businesses, other than businesses in which the Borrower and its Subsidiaries have invested to the extent permitted pursuant to Section 6.4(f). 

6.7 Liens and Negative Pledges. 

Create, incur, assume, or suffer to exist, any Lien of any nature upon or with respect to any of their respective Properties, whether now
owned or hereafter acquired, or enter or suffer to exist any Contractual Obligation wherein the Borrower or any of its Restricted Subsidiaries agrees not to grant any Lien on any of their Properties, except: 

(a) Liens and Contractual Obligations existing on the Restatement Date and described in Schedule 6.7, including, for the avoidance of
doubt, any Liens securing the obligations arising under the Stonegate Agreement; provided that, the obligations secured by such Liens and Contractual Obligations are not increased and that no such Lien or Contractual Obligation extends to any
Property of the Borrower or any Restricted Subsidiary other than the Property subject to such Lien or Contractual Obligation on the Original Closing Date; 

(b) Liens on Property of any Foreign Subsidiary securing Indebtedness of that Foreign Subsidiary, or Contractual Obligations of any Foreign
Subsidiary restricting the grant of any Lien on the Property of such Foreign Subsidiary; 
 (c) Liens on Property securing Indebtedness of
the Borrower or any of its Restricted Subsidiaries, or Contractual Obligations restricting the grant of any Lien on Property where such Property secures Indebtedness incurred for the purposes of acquiring and/or developing such Property,
provided that, such Indebtedness is included in “Borrowing Base Indebtedness” for the purpose of calculating the Borrowing Base Availability; 

(d) Liens or Contractual Obligations that may exist from time to time under the Loan Documents; 

(e) Liens or Contractual Obligations consisting of a Capital Lease covering personal Property entered into in the ordinary course of business;

 (f) Liens and Contractual Obligations that are Permitted Encumbrances; 

(g) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that, in the case of such Liens
securing claims that exceed $25,000,000 in the aggregate over the amount of any insurance proceeds reasonably expected to be received, the execution or enforcement of such Liens are effectively stayed and the claims secured thereby are being
contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; 
 (h) Liens on any asset of any Person, or
Contractual Obligations of such Person restricting the grant of any Lien on such asset of such Person, in each case existing at the time such Person becomes a Subsidiary and not created in contemplation of such event; 

(i) Liens on any asset of any Person, or Contractual Obligations of such Person restricting the grant of any Lien on such asset of such
Person, in each case existing at the time such Person is acquired by or merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries and not created in contemplation of such event; 

  
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 (j) Liens on any asset, or Contractual Obligations restricting the grant of any Lien on such
asset, in each case existing prior to the acquisition thereof by the Borrower or any of its Restricted Subsidiaries and not created in contemplation of such acquisition; 

(k) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the
foregoing clauses of this Section, provided that, such Indebtedness is not increased and is not secured by additional assets; 
 (l)
Liens or Contractual Obligations arising in the ordinary course of business which do not secure any obligation in an amount exceeding $15,000,000 in the aggregate, and do not in the aggregate materially detract from the value of the assets covered
by such Liens or materially impair the use thereof in the operation of the Borrower’s business; 
 (m) any Contractual Obligations
restricting the grant of any Lien; provided that, as of any date of determination, such Contractual Obligations do not (x) prohibit first priority, perfected Liens on Properties of the Borrower and the Guarantor Subsidiaries in favor of the
Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or reimbursement Obligations) as of such date, or (y) require that holders of any indebtedness
receive Liens ranking senior or pari passu to Liens granted on collateral in favor of the Administrative Agent and the Banks to secure the Obligations then outstanding and determinable (other than unasserted or contingent indemnification or
reimbursement Obligations) as of such date; 
 (n) assessment district or similar Liens in connection with municipal financings; 

(o) a Contractual Obligation wherein the Borrower or any of its Restricted Subsidiaries agrees to grant any Lien on any of their Properties,
if such Contractual Obligation provides for the grant of a Lien on a pari passu basis in favor of the Administrative Agent for the benefit of the Banks with respect to the Obligations and in favor of the holders of such other Indebtedness (other
than Subordinated Obligations), if any, as the Borrower designates (and the Borrower shall, as soon as reasonably possible, provide to the Banks a copy of any such Contractual Obligation); 

(p) Liens on Property of a Joint Venture permitted under Section 6.4 and 6.14; 

(q) Liens securing Non-Recourse Indebtedness of the Borrower and any Restricted Subsidiary; provided that, such Liens apply only to (a)
the property whose acquisition (direct or indirect, including through the purchase of Equity Interests of the Person owning such property) was financed, in whole or in part, out of the net proceeds of such Non-Recourse Indebtedness within 180 days
after the incurrence of such Non-Recourse Indebtedness and (b) assets directly related thereto or derived therefrom, such as proceeds (including insurance proceeds), products, rents, and profits thereof, fixtures thereon and improvements and
accessions thereto; 
 (r) Liens securing obligations of the Borrower or any Restricted Subsidiary to any third party in connection with
PAPAs, any option, repurchase right or right of first refusal to purchase real property granted to the master developer or the seller of real property that arises as a result of the non-use or non-development of such real property by the Borrower or
any Restricted Subsidiary and joint development agreements with third parties to perform and/or pay for or reimburse the costs of construction and/or development related to or benefiting property (and additions, accessions, improvements and
replacements and customary deposits in connection therewith and proceeds and 

  
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products therefrom) of the Borrower or any Restricted Subsidiary and property belonging to such third parties, in each case entered into in the ordinary course of business; provided that,
such Liens do not at any time encumber any property, other than the property (and additions, accessions, improvements and replacements and customary deposits in connection therewith and proceeds and products therefrom) financed by such Indebtedness
and the proceeds and products thereof; 
 (s) Liens upon specific items of inventory or other goods and proceeds of any Person securing such
Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; provided however, that such
bankers’ acceptances do not constitute Indebtedness; 
 (t) Liens securing reimbursement obligations with respect to commercial letters
of credit which encumber documents, goods covered thereby and other assets relating to such letters of credit and products and proceeds thereof; 

(u) (i) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in
one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business (as determined in good faith by the Borrower) in favor of the bank or banks with which such accounts are
maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, in no case shall any such Liens secure
(either directly or indirectly) the repayment of any Indebtedness, and (ii) Liens arising under Article 2 or Article 4 of the UCC and banker’s Liens and rights of set-off, revocation, refund or chargeback or other similar Liens in connection
with account control agreements in favor of banks or other financial institutions; 
 (v) Liens arising from filing Uniform Commercial Code
financing statements regarding leases; 
 (w) Liens consisting of restrictions and easements in connection with an acquisition permitted
under Section 6.4(d) or (f); provided that, such Liens were not incurred in contemplation or anticipation of such acquisition; 
 (x)
Liens on cash pledged to secure deductibles, retentions and other obligations to insurance providers in the ordinary course of business (as determined in good faith by the Borrower); 

(y) Liens on cash collateral including deposits supporting performance bonds and financial bonds; 

(z) Liens incurred in the ordinary course of business (as determined in good faith by the Borrower) as security for the obligations of the
Borrower and its Restricted Subsidiaries with respect to indemnification in respect of title insurance providers or surety bond providers; and 

(aa) Liens on the equity interests of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary. 

For purposes of compliance with this Section: (x) in the event that any Lien or Contractual Obligation meets the criteria set forth in more than one of
clauses (a) through (aa) of this Section, the Borrower, in its sole discretion, may classify or reclassify such Lien or Contractual Obligation in any manner that complies with this Section and such Lien or Contractual Obligation shall be treated as
having been permitted pursuant to only one of the clauses of this Section; and (y) any Indebtedness secured by a Lien may be divided and classified among more than one of the clauses of this Section. 

  
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 6.8 Transactions with Affiliates. 

Enter into any transaction of any kind with any Affiliate of the Borrower other than (a) a transaction that results in Subordinated
Obligations, (b) a transaction between or among the Borrower and/or its Restricted Subsidiaries, (c) a transaction that has been authorized by the board of directors or a committee established by the board of directors of the Borrower with the
favorable vote of a majority of the directors who have no financial or other interest in the transaction or by the vote of a majority of the outstanding shares of capital stock of the Borrower, (d) a transaction entered into on an arm’s
length basis on terms and under conditions not less favorable to the Borrower or any of its Restricted Subsidiaries than could be obtained from a Person that is not an Affiliate of the Borrower, (e) salary, bonus, equity compensation and other
compensation arrangements and indemnification arrangements with directors or officers consistent with past practice or current market practice, or (f) transactions permitted by clauses (b), (c) and (g) of Section 6.4. 

6.9 Consolidated Tangible Net Worth. 

Permit Consolidated Tangible Net Worth to be, at the end of any Fiscal Quarter, less than an amount equal to the sum of (a) $300,000,000
plus (b) an amount equal to 50% of aggregate of the cumulative Consolidated Net Income for each Fiscal Quarter ending after the Restatement Date and ending as of the last day of such Fiscal Quarter (provided that, there shall be no
reduction hereunder in the event of a consolidated net loss in any such Fiscal Quarter) plus (c) an amount equal to 50% of the cumulative net proceeds received by the Borrower from the issuance of its capital stock after the Restatement Date.

 6.10 Consolidated Leverage Ratio. 

Permit the Consolidated Leverage Ratio to be, at the end of any Fiscal Quarter, greater than 0.60 to 1.00. 

6.11 Consolidated Interest Coverage Ratio or Minimum Liquidity. 

Permit both of the following to occur with respect to any Fiscal Quarter: 

(a) Liquidity to be less than the sum of Consolidated Interest Incurred for the 12 month period ending on such date; and 

(b) the Consolidated Interest Coverage Ratio to be, at the end of any Fiscal Quarter, less than 1.50 to 1.00. 

For the avoidance of doubt, the Borrower must be in breach of both of the covenants in the foregoing clauses (a) and (b) in order to be in
breach of this Section 6.11. 
 6.12 Distributions. 

(a) Make any Distribution unless (i) the Borrower is in compliance with the covenants set forth in Sections 6.9, 6.10 and 6.11 hereof on a pro
forma basis after giving effect thereto and (ii) no Default or Event of Default then exists or would result therefrom. 

  
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 (b) Notwithstanding Section 6.12(a) above, this Section 6.12 does not prohibit: 

(i) retirements, redemptions, purchases, or other acquisitions for value of capital stock, warrants or rights to acquire shares
of capital stock or other equity securities (x) from or with employees, officers or directors or former employees, officer or directors (or their estates or beneficiaries under their estates) of the Borrower and its Restricted Subsidiaries in
connection with the Borrower’s equity incentive plans or other benefit plans or upon death, disability, retirement, severance or termination or pursuant to any agreement under which the capital stock or other securities were issued or any
employment agreement, (y) in connection with cashless exercises of options, warrants or other rights to acquire capital stock or other equity securities, or (z) in lieu of fractional shares; provided that, the total cash consideration paid by
or on behalf of the Borrower and its Restricted Subsidiaries for all such repurchases and exchanges from or with employees (excluding repurchases and exchanges solely to satisfy Tax withholding obligations) does not exceed in the aggregate
$5,000,000 in any Fiscal Year; 
 (ii) the purchase of call options or call spreads by the Borrower or its Restricted
Subsidiaries in connection with any convertible securities offering of Subordinated Obligations by the Borrower, together with the repurchase of shares of capital stock or settlement for cash (in whole or in part) as may be required by the terms of
such options or spreads; 
 (iii) a Distribution made (x) to the Borrower or to a Guarantor Subsidiary by any of their
respective Subsidiaries or (y) to a wholly-owned Restricted Subsidiary of the Borrower by any Subsidiary that is not a Loan Party; 

(iv) the payment of any Distribution within 60 days after the date of declaration thereof so long as such Distribution was
permitted by the provisions of this Agreement at the time of its declaration; or 
 (v) the making of cash payments in
connection with any conversion of convertible securities of the Borrower. 
 6.13 Amendments. 

Amend, waive or terminate any provision in any instrument or agreement governing Subordinated Obligations unless such amendment, waiver or
termination would not be materially adverse to the interests of the Banks under this Agreement. 
 6.14 Investment in Subsidiaries and
Joint Ventures. 
 Permit, as of the last day of any Fiscal Quarter, the Borrower’s equity interest, computed in accordance with
Generally Accepted Accounting Principles consistently applied, in (1) all Restricted Subsidiaries of the Borrower (other than those that are consolidated on the Borrower’s financial statements), (2) all Joint Ventures (other than those that are
consolidated on the Borrower’s financial statements) and (3) without duplication of amounts described in clauses (1) and (2), other entities in which the Borrower owns an equity interest that are not consolidated on the Borrower’s
financial statements (other than Unrestricted Subsidiaries and de minimis investments in readily marketable securities of publicly traded companies), to exceed 30% of Consolidated Tangible Net Worth in the aggregate as of the last day of such Fiscal
Quarter. 

  
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 6.15 Regulation U. 

Permit any Loan hereunder to be used to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose. 
 6.16 Fiscal Year. 

Change its fiscal year-end to a date other than December 31. 

6.17 Designation of Subsidiaries. 

The board of directors of the Borrower may designate any Subsidiary of the Borrower as an “Unrestricted Subsidiary” hereunder (a
“Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (2) the Borrower would be permitted to make, at the time of such
Designation, an Investment pursuant to Section 6.4 in an amount (the “Designation Amount”) equal to the fair market value of the Borrower’s proportionate ownership interest in such Subsidiary on such date; (3) neither the
Borrower nor any of its other Subsidiaries (other than Unrestricted Subsidiaries) (x) provides any direct or indirect credit support for any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such
Indebtedness) or (y) is directly or indirectly liable for any Indebtedness of such Subsidiary other than, in each case, such Investments as are permitted pursuant to Section 6.4; (4) such Subsidiary is a Person with respect to which neither the
Borrower nor any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels
of operating results; and (5) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary, except for any guarantee given solely to support the pledge
by the Borrower or any Restricted Subsidiary of the Equity Interest of such Unrestricted Subsidiary, which guarantee is not recourse to the Borrower or any Restricted Subsidiary, and except in the case of clauses (4) and (5) of this Section 6.17, to
the extent: (i) that the Borrower or such Restricted Subsidiary could otherwise provide such a Subsidiary Guaranty or incur such Indebtedness under this Agreement; and (ii) the satisfaction of such obligation, the provision of such Subsidiary
Guaranty and the incurrence of such Indebtedness otherwise would be permitted under this Agreement. 
 If, at any time after the
Designation, any Unrestricted Subsidiary fails to meet the requirements set forth in the preceding paragraph it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of the Subsidiary and any
Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is not permitted to be incurred under this Agreement or the Lien is not permitted under Section 6.7, the Borrower
shall be in Default hereunder. 
 Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this Section
6.17, such Restricted Subsidiary shall, by execution and delivery of an Officer’s Certificate in form satisfactory to the Administrative Agent, be released from any Subsidiary Guaranty previously made by such Restricted Subsidiary. 

The Borrower may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if (1) no Default
or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation and (2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such
Redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Agreement. 

  
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 All Designations and Redesignations must be evidenced by resolutions of the board of directors of
the Borrower and an Officer’s Certificate delivered to the Administrative Agent certifying compliance with the foregoing provisions. Such resolutions and Officer’s Certificate shall be delivered to the Administrative Agent within 45
days after the end of the Fiscal Quarter of the Borrower in which such Designation or Redesignation is made (or, in the case of a Designation or Redesignation made during the last Fiscal Quarter of the Borrower’s Fiscal Year, within 90 days
after the end of such Fiscal Year). 
 6.18 Anti-Corruption Laws. 

The Borrower will not request any Advance or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its
or their respective directors, officers, employees and agents shall not use, the proceeds of any Advance or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in
any manner that would result in the violation of any Sanctions applicable to any party hereto. 
 ARTICLE VII. 

INFORMATION AND REPORTING REQUIREMENTS 

7.1 Financial and Business Information of the Borrower and Its Subsidiaries. 

As long as any Loan remains unpaid or any other Obligation remains unpaid, or any portion of the Commitment or any Letter of Credit remains
outstanding, the Borrower shall, unless the Administrative Agent (with the approval of the Required Banks) otherwise consents in writing, deliver to the Administrative Agent and each of the Banks (except as otherwise provided below) at its own
expense: 
 (a) As soon as reasonably possible, and in any event within the earlier of (x) 50 days after the close of each Fiscal Quarter of
the Borrower (other than the fourth Fiscal Quarter) and (y) five days after such related filing (if any) with the Commission is due, (i) the consolidated and consolidating balance sheet of the Borrower and its Restricted Subsidiaries as of the end
of such Fiscal Quarter, setting forth in comparative form the corresponding figures for the corresponding Fiscal Quarter of the preceding Fiscal Year, if available, and (ii) the consolidated and consolidating statements of profit and loss and the
consolidated statements of cash flows of the Borrower and its Restricted Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter, setting forth in comparative form the corresponding periods of the
preceding Fiscal Year. Such consolidated and consolidating balance sheets and statements shall be prepared in reasonable detail in accordance with Generally Accepted Accounting Principles consistently applied (other than those which require footnote
disclosure of certain matters), and shall be certified by the principal financial officer of the Borrower, subject to normal year-end accruals and audit adjustments; 

(b) As soon as reasonably possible, and in any event within the earlier of (x) 120 days after the close of each Fiscal Year of the Borrower
and (y) five days after such related filing (if any) with the Commission is due, (i) the consolidated and consolidating (in accordance with past practices of the Borrower) balance sheets of the Borrower and its Restricted Subsidiaries as of the end
of such Fiscal Year, setting forth in comparative form the corresponding figures at the end of the preceding Fiscal Year and (ii) the consolidated and consolidating (in accordance with past practices of the Borrower) statements of profit and loss
and the consolidated statements of cash flows of the Borrower and its Restricted Subsidiaries for such Fiscal Year, setting forth in comparative form the corresponding figures for the previous Fiscal Year. Such consolidated and consolidating balance
sheet and statements shall be prepared in reasonable detail in accordance with Generally Accepted Accounting Principles consistently applied. 

  
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Such consolidated balance sheet and statements shall be accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountants of recognized national
standing selected by the Borrower, which report and opinion shall state that the examination of such consolidated financial statements by such accountants was made in accordance with generally accepted auditing standards and that such consolidated
financial statements fairly present the financial condition, results of operations and of cash flows of the Borrower and its Restricted Subsidiaries subject to no exceptions as to scope of audit and subject to no other exceptions or qualifications
(other than changes in accounting principles in which the auditors concur and other than as a result of current debt maturity) unless such other exceptions or qualifications are approved by the Required Banks in their reasonable
discretion. Such consolidating balance sheet and statements shall be certified by a Senior Officer of the Borrower; 
 (c) Promptly
after the receipt thereof by the Borrower, copies of any audit or management reports submitted to it by independent accountants in connection with any audit or interim audit submitted to the board of directors of the Borrower or any of its
Restricted Subsidiaries; 
 (d) Promptly after the same are available, copies of each annual report, proxy or financial statement or other
report or communication sent to its stockholders, and copies of all annual, regular and periodic reports that the Borrower may file or be required to file with the Commission; provided that, any of the foregoing reports, statements or
communications filed with or furnished to the Commission by the Borrower (and which are available online) shall be deemed to have been delivered by the Borrower under this Section 7.1; 

(e) Promptly upon a Senior Officer of the Borrower becoming aware of the occurrence of any (i) ERISA Event that would reasonably be expected
to result in a Material Adverse Effect or (ii) “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder that would reasonably
be expected to result in a Material Adverse Effect, in each case, a written notice specifying the nature thereof, what action the Borrower and any of its Restricted Subsidiaries, or to the extent known, any ERISA Affiliate is taking or proposes to
take with respect thereto, and, when known, any action taken or threatened to be taken by the IRS, the Department of Labor or the PBGC with respect thereto; 

(f) Promptly upon a Senior Officer of the Borrower becoming aware of the existence of a Default or an Event of Default, a written notice
specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto; 

(g) Promptly upon a Senior Officer of the Borrower becoming aware that the holder of any evidence of Indebtedness (in a principal amount in
excess of $25,000,000) of the Borrower or any of its Restricted Subsidiaries has given notice or taken any other action with respect to a default or event of default, a written notice specifying the notice given or action taken by such holder and
the nature of such default or event of default and what action the Borrower or such Restricted Subsidiary is taking or proposes to take with respect thereto; 

(h) Promptly upon a Senior Officer of the Borrower becoming aware of the existence of any pending or threatened litigation or any
investigation by any Governmental Agency that could reasonably be expected to constitute a Material Adverse Effect (provided that, no failure of a Senior Officer to provide notice of any such event shall be the sole basis for any Default or
Event of Default hereunder); 
 (i) Prior written notice to the Administrative Agent of any transaction of which any Senior Officer of the
Borrower has actual knowledge pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 under the Exchange Act), directly or
indirectly, of 25% or more of the total voting power of the Voting Stock of the Borrower; 

  
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 (j) As soon as reasonably possible, and in any event prior to the date that is 45 days after the
commencement of each Fiscal Year, deliver to the Administrative Agent the business plan of the Borrower and its Restricted Subsidiaries for that Fiscal Year, together with projections covering the next succeeding Fiscal Year; 

(k) Promptly following obtaining knowledge thereof by a Senior Officer of the Borrower, written notice to the Administrative Agent of any
announcement by the Rating Agencies of any change or possible change in a Debt Rating; 
 (l) Promptly upon a Senior Officer of the Borrower
becoming aware that the Borrower or an ERISA Affiliate has become a sponsor of, or participant in, any Pension Plan or Multiemployer Plan, notice of such sponsorship or participation; and 

(m) Such other data and information as from time to time may be reasonably requested by any of the Banks. 

Documents required to be delivered pursuant to Sections 7.1 and 7.2 may be delivered electronically and if so delivered, shall be deemed
to have been delivered on the date (i) on which the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the website address listed on
Schedule 11.6; or (ii) on which such documents are posted on the Borrower’s behalf and at the Borrower’s expense on DebtDomain, IntraLinks or another relevant website, if any, to which each Bank and the
Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of
the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to
provide paper copies of the notices required by Sections 7.1(e), (f), (g) and (h) and the Compliance Certificate required by Section 7.2 to the Administrative Agent (which may be electronic copies delivered via electronic mail). 

The Borrower hereby acknowledges that (i) the Administrative Agent, the Arrangers or both will make available to the Banks and the Issuing
Bank(s) materials or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (ii) certain of the Banks may be “public-side” Banks (i.e., Banks that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public
Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such
securities: 
 (i) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; 

(ii) by marking the Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
Agent, the Arrangers, the Issuing Bank(s) and the Banks to treat such the Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state
securities laws (provided, however, that to the extent such the Borrower Materials constitute Information, they shall be treated as set forth in Section 11.12); 

  
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 (iii) all the Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Investor”; and 
 (iv) the Administrative Agent
and the Arrangers shall be entitled to treat any the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” 

Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any the Borrower Materials “PUBLIC.” 

7.2 Compliance Certificate. 

Concurrently with the delivery of the financial statements described in Section 7.1(a) and (b), the Borrower shall deliver to the
Administrative Agent and the Banks, at the Borrower’s sole expense, a Compliance Certificate dated as of the last day of the Fiscal Quarter or Fiscal Year, as the case may be. 

ARTICLE VIII. 
 CONDITIONS 

8.1 Initial Advances on the Original Closing Date, Etc. 

The obligation of each Bank to make the initial Advance to be made by it on the Original Closing Date (if any) and of the Issuing Bank(s) to
issue the initial Letter of Credit (if any) on the Original Closing Date were subject to conditions precedent set forth in Section 8.1 of the Existing Revolving Credit Agreement, each of which were satisfied (or waived by all of the Banks party to
the Existing Revolving Credit Agreement) prior to the making of any such initial Advances. 
 8.2 Any Advance. 

The obligations of the Banks to make any Advance are subject to the following conditions precedent: 

(a) the Administrative Agent shall have received a Loan Notice; 

(b) the representations and warranties contained in Article IV (other than the representations and warranties contained in Sections
4.4(a) and 4.18) shall be true and correct in all material respects on and as of the date of the Loan as though made on and as of that date (except that the financial statements referred to in Section 4.5(a) shall be deemed to refer to the most
recent statements furnished pursuant to Section 7.1(b) and the financial statements referred to in Section 4.5(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.1(a)); it being understood and agreed that any
representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; 

(c) [Intentionally Omitted]; 

(d) at and after giving effect to such Advance, no Default or Event of Default shall have occurred and be continuing; and 

(e) after giving effect to such Loan or Letter of Credit, the Total Outstandings shall be less than the Borrowing Base Availability as set
forth on the Borrowing Base Certificate provided pursuant to Section 2.8. 

  
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 Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the
conditions specified in this Section have been satisfied on and as of the date of the Loan requested thereby. 
 8.3 Any Letter of
Credit. 
 The obligations of an Issuing Bank to issue, renew or increase any Letter of Credit (including any issuance, renewal or
increase in any Letter of Credit on the Restatement Date) are subject to the following conditions precedent: 
 (a) the Administrative Agent
and the Issuing Bank shall have received a Request for Letter of Credit; 
 (b) the representations and warranties contained in Article IV
(other than the representations and warranties contained in Sections 4.4(a) and 4.18) shall be true and correct in all material respects on and as of the date of the issuance of the Letter of Credit as though made on and as of that date (except that
the financial statements referred to in Section 4.5(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.1(b) and the financial statements referred to in Section 4.5(b) shall be deemed to refer to the most
recent statements furnished pursuant to Section 7.1(a)); it being understood and agreed that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects; 

(c) [Intentionally Omitted]; 

(d) at and after giving effect to the issuance, renewal or increase of such Letter of Credit, no Default or Event of Default shall have
occurred and be continuing; and 
 (e) after giving effect to such Loan or Letter of Credit, the Total Outstandings shall be less than the
Borrowing Base Availability as set forth on the Borrowing Base Certificate provided pursuant to Section 2.8. 
 Each Request for Letter of
Credit submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section have been satisfied on and as of the date of the issuance of the Letter of Credit requested thereby. 

8.4 Initial Advances on the Restatement Date, Etc. 

The obligation of each Bank to make the initial Advance to be made by it on the Restatement Date (if any) and of the Issuing Bank(s) to issue
the initial Letter of Credit (if any) on the Restatement Date are subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute
discretion, shall agree otherwise): 
 (a) The Administrative Agent shall have received all of the following, each dated as of the
Restatement Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance satisfactory to the Administrative Agent and each of the Banks: 

(i) executed counterparts of this Agreement, sufficient in number for distribution to the Banks and the Borrower; 

  
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 (ii) a Note executed by the Borrower in favor of each Bank requesting a Note,
each in a principal amount equal to that Bank’s Pro Rata Share of the Commitment, promptly following the Restatement Date; 

(iii) the Subsidiary Guaranty executed by each Subsidiary which is a Guarantor Subsidiary as of the Restatement Date; 

(iv) a customary solvency certificate in substantially the form of Exhibit I; 

(v) with respect to the Borrower and each Subsidiary which is a Guarantor Subsidiary as of the Restatement Date, such
documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of the Borrower and each such Subsidiary, its qualification to engage in business in each jurisdiction in which it
is required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including
certified copies of articles of incorporation and amendments thereto, bylaws and amendments thereto, certificates of good standing or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency
certificates, and the like; 
 (vi) the Opinions of Counsel; 

(vii) an Officer’s Certificate of the Borrower affirming, to the actual knowledge of the certifying Senior Officer, that
the conditions set forth in Sections 8.4(c) and 8.4(d) have been satisfied; 
 (viii) a Borrowing Base Certificate calculated
as of the last day of the Fiscal Quarter ending on September 30, 2015; 
 (ix) the financial statements described in Section
4.5; 
 (x) a Compliance Certificate calculated as of the last day of the Fiscal Quarter ending on September 30, 2015; and

 (xi) such other assurances, certificates, documents, consents or opinions relevant hereto as the Administrative Agent may
reasonably require. 
 (b) All fees then payable under the letter agreements referred to in Section 3.3 shall have been paid and all other
amounts and expenses owed hereunder shall have been paid. 
 (c) The representations and warranties of the Borrower contained in Article
IV shall be true and correct in all material respects on and as of the Restatement Date; it being understood and agreed that any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true
and correct in all respects. 
 (d) The Borrower and its Restricted Subsidiaries shall be in compliance with all the terms and provisions of
the Loan Documents, and no Default or Event of Default shall have occurred and be continuing. 

  
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 (e) The Borrower shall have paid or have caused to be paid to the Banks party to the Existing
Revolving Credit Agreement all accrued and unpaid interest and fees owing on the Loans and Commitments (each as defined in the Existing Revolving Credit Agreement) under the Existing Revolving Credit Agreement existing immediately prior to the
Restatement Date, if any, to and until the Restatement Date. 
 (f) The Administrative Agent shall have received all documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested prior to the Restatement Date.

 ARTICLE IX. 
 EVENTS OF
DEFAULT AND REMEDIES UPON EVENTS OF DEFAULT 
 9.1 Events of Default. 

There will be a default hereunder if any one or more of the following events (“Events of Default”) occurs and is continuing,
whatever the reason therefor: 
 (a) failure to pay any installment of principal on any Loan on the date, or any payment in respect of a
Letter of Credit pursuant to Section 2.5, when due; or 
 (b) failure to pay any installment of interest on any of the Loans, or to pay any
fee or other amounts due the Administrative Agent or any Bank hereunder, within five (5) Business Days after the date when due; or 
 (c)
any failure to comply with Sections 2.8(a), 5.2 (with respect to the Borrower), 5.8, 5.9, any Section of Article VI or 7.1(f); or 
 (d)
[Intentionally Omitted]; or 
 (e) the Borrower or any other Party fails to perform or observe any other term, covenant, or agreement
contained in any Loan Document on its part to be performed or observed within 30 calendar days after notice by the Administrative Agent of such Default; or 

(f) any representation or warranty in any Loan Document or in any certificate, agreement, instrument, or other document made or deemed made or
delivered, on or after the Restatement Date, pursuant to or in connection with any Loan Document proves to have been incorrect when made in any respect material to the ability of the Borrower to duly and punctually perform all of the Obligations; or

 (g) the Borrower, any of its Significant Subsidiaries which is also a Restricted Subsidiary, or any Guarantor Subsidiary (i) fails to pay
the principal, or any principal installment, of any present or future Indebtedness (other than Non-Recourse Indebtedness), or any guaranty of present or future Indebtedness (other than Non-Recourse Indebtedness) on its part to be paid, when due (or
within any stated grace period), whether at the stated maturity, upon acceleration, by reason of required prepayment or otherwise in excess of $25,000,000 in the aggregate or (ii) fails to perform or observe any other material term, covenant, or
agreement on its part to be performed or observed, or suffers to exist any condition, in connection with any present or future Indebtedness (other than Non-Recourse Indebtedness), or any guaranty of present or future Indebtedness (other than
Non-Recourse Indebtedness), in excess of $25,000,000 in the aggregate, if as a result of such failure or such condition any holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare it due before the date on
which it otherwise would become due or has the right to cause a demand such that such Indebtedness be repurchased, prepaid, defeased or redeemed; or 

  
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 (h) (x) any written guarantee of the indebtedness and liabilities of the Borrower to the
Administrative Agent and the Banks or any one or more of them arising under the Loan Documents is asserted to be invalid or unenforceable by any Loan Party (other than following the release of any such guarantee contemplated by Section 10.11 or
following the termination of such guarantee in accordance with its terms), or (y) any Loan Document, at any time after its execution and delivery and for any reason other than the agreement of all the Banks, satisfaction in full of all the
Obligations or in accordance with its terms, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid, or unenforceable in any respect; or 

(i) a final judgment (or judgments) against the Borrower or any of its Significant Subsidiaries is entered for the payment of money in excess
of $25,000,000 in the aggregate over the amount of any insurance proceeds reasonably expected to be received and remains unsatisfied, unpaid, undischarged or unbonded without procurement of a stay of execution within 30 calendar days after the
issuance of any writ of execution or similar legal process or the date of entry of judgment, whichever is earlier, or in any event at least 5 calendar days prior to the sale of any assets pursuant to such legal process; or 

(j) the Borrower or any Significant Subsidiary of the Borrower institutes or consents to any proceeding under a Debtor Relief Law relating to
it or to all or any part of its Property, or fails generally, or admits in writing its inability, to pay its debts as they mature, or makes a general assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer for it or for all or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer is appointed
without the application or consent of that Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any part of its Property is
instituted without the consent of that Person, and continues undismissed or unstayed for 60 calendar days; or 
 (k) the occurrence of one
or more ERISA Events if the aggregate liability of the Borrower and its ERISA Affiliates under ERISA as a result thereof would reasonably be expected to result in a Material Adverse Effect; or 

(l) any determination is made by a court of competent jurisdiction that payment of principal or interest or both is due to the holder of any
Subordinated Obligations which would not be permitted by Section 6.1 or that any Subordinated Obligation is not subordinated in accordance with its terms to the Obligations; or 

(m) a Change in Control shall have occurred. 

9.2 Remedies Upon Event of Default. 

Without limiting any other rights or remedies of the Administrative Agent or the Banks provided for elsewhere in this Agreement or the Loan
Documents, or by applicable Law or in equity, or otherwise: 
 (a) Upon the occurrence of any Event of Default, and so long as any such
Event of Default shall be continuing (other than an Event of Default described in Section 9.1(j) with respect to the Borrower or a Guarantor Subsidiary): 

(i) the Required Banks may request the Administrative Agent to, and the Administrative Agent thereupon shall, by notice to the
Borrower, declare that all commitments to make Advances or issue Letters of Credit, and all other obligations of the Administrative Agent, any Issuing Bank or the Banks with respect to Advances and Letters of Credit shall be suspended; and 

  
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 (ii) the Required Banks may request the Administrative Agent to, and the
Administrative Agent thereupon shall, by notice to the Borrower: 
 (A) declare the unpaid principal of all Obligations due
to the Banks hereunder and under the Notes, an amount equal to the Letter of Credit Usage, all interest accrued and unpaid thereon, and all other amounts payable to the Banks under the Loan Documents to be forthwith due and payable, whereupon the
same shall become and be forthwith due and payable, without protest, presentment, notice of dishonor, demand, or further notice of any kind, all of which are expressly waived by the Borrower; 

(B) require that the Borrower Cash Collateralize or Letter of Credit Collateralize all outstanding Letters of Credit at 101%
of the face amount thereof (excluding any portion of such amount that is already Cash Collateralized by operation of another provision of this Agreement); and 

(C) apply cash collateral or make drawings under irrevocable standby letters of credit delivered pursuant to Section 2.5(g).

 (b) Upon the occurrence of any Event of Default described in Section 9.1(j) with respect to the Borrower or a Guarantor Subsidiary: 

(i) all commitments to make Advances or issue Letters of Credit, and all other obligations of the Administrative Agent, any
Issuing Bank or the Banks with respect to Advances and Letters of Credit under the Loan Documents shall terminate without notice to or demand upon the Borrower, which are expressly waived by the Borrower; and 

(ii) (A) the unpaid principal of all Obligations due to the Banks hereunder and under the Notes, an amount equal to the Letter
of Credit Usage and all interest accrued and unpaid on such Obligations, and all other amounts payable under the Loan Documents shall be forthwith due and payable, without protest, presentment, notice of dishonor, demand, or further notice of any
kind, all of which are expressly waived by the Borrower; and (B) the Administrative Agent may apply cash collateral or make drawings under irrevocable standby letters of credit delivered pursuant to Section 2.5(g). 

(c) So long as any Letter of Credit shall remain outstanding, any amounts received by the Administrative Agent in respect of the Letter of
Credit Usage pursuant to Section 9.2(a)(ii) or 9.2(b)(ii) may be held as cash collateral for the obligation of the Borrower to reimburse the Issuing Banks in event of any drawing under any Letter of Credit (and the Borrower hereby grants to the
Administrative Agent for the benefit of the Issuing Banks and the Banks a security interest in such cash collateral). In the event any Letter of Credit in respect of which the Borrower has deposited cash collateral with the Administrative Agent is
canceled or expires, the cash collateral shall be applied first to the reimbursement of the Issuing Banks (or all of the Banks, as the case may be) for any drawings thereunder, second to the payment of any outstanding Obligations of the Borrower
hereunder or under any other Loan Document, and third to the Person entitled to such amount. 

  
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 (d) Upon the occurrence of an Event of Default, the Banks and the Administrative Agent, or any of
them, may proceed to protect, exercise, and enforce their rights and remedies under the Loan Documents against the Borrower or any other Party and such other rights and remedies as are provided by Law or equity, without notice to or demand upon the
Borrower (which are expressly waived by the Borrower) except to the extent required by applicable Laws. The order and manner in which the rights and remedies of the Banks under the Loan Documents and otherwise are exercised shall be determined by
the Required Banks. 
 (e) All payments received by the Administrative Agent and the Banks, or any of them, after the acceleration of the
maturity of the Loans or after the Maturity Date shall be applied first to the costs and expenses (including Attorney Costs) of the Administrative Agent, acting as Administrative Agent, and of the Banks and thereafter paid pro rata to the Banks in
the same proportion that the aggregate of the unpaid principal amount owing on the Obligations of the Borrower to each Bank, plus accrued and unpaid interest thereon, bears to the aggregate of the unpaid principal amount owing on all the
Obligations, plus accrued and unpaid interest thereon. Regardless of how each Bank may treat the payments for the purpose of its own accounting, for the purpose of computing the Borrower’s Obligations, the payments shall be applied
first, to the costs and expenses of the Administrative Agent, acting as Administrative Agent, payable to the Administrative Agent in its capacity as such hereunder, second, to the payment of accrued and unpaid fees hereunder and
interest on all Obligations to the Banks, to and including the date of such application (ratably according to the accrued and unpaid interest on the Loans), third, to the ratable payment of the unpaid principal of all Obligations to the
Banks, fourth, to the payment of all other amounts then owing to the Administrative Agent or the Banks under the Loan Documents, and fifth, the balance, if any, to the Borrower or as otherwise required by law. Subject to
Section 9.2(a)(i), no application of the payments will cure any Event of Default or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents or prevent the exercise, or continued exercise, of rights or
remedies of the Banks hereunder or under applicable Law unless all amounts then due (whether by acceleration or otherwise) have been paid in full. 

ARTICLE X. 
 THE ADMINISTRATIVE
AGENT 
 10.1 Appointment and Authorization. 

(a) Each Bank hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall
the Administrative Agent have or be deemed to have any fiduciary relationship with any Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties. 
 (b) An Issuing Bank shall act on behalf of the Banks with respect to
any Letters of Credit issued by it and the documents associated therewith, and such Issuing Bank shall have all of the 

  
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benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of
Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article X and in the
definition of “Agent-Related Person” included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such Issuing Bank. 

10.2 Delegation of Duties. 

The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful misconduct. 
 10.3 Liability of Administrative Agent.

 No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this
Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, as determined in a final, non-appealable judgment of a
court of competent jurisdiction, and with respect to the Borrower, except as set forth in Sections 2.5(e) and 2.5(f) and for any failure to comply with Section 11.12), or (b) be responsible in any manner to any Bank or participant for any recital,
statement, representation or warranty made by any Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Party or
any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Party or any Affiliate thereof. No Agent-Related Person shall be under any obligation to take any
action that, in its opinion or the opinion of its counsel, may expose any Agent-Related Person to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt, any action that may be in violation of the
automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any Debtor Relief Law. 

10.4 Reliance by Administrative Agent. 

(a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, electronic communication or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Party), independent accountants and other experts selected by the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall


  
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in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Banks (or such
greater number of Banks as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks. 

(b) For purposes of determining compliance with the conditions specified in Section 8.4, each Bank 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 Bank unless the Administrative Agent shall have
received notice from such Bank prior to the proposed Restatement Date specifying its objection thereto. 
 10.5 Notice of Default.

 The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Banks, unless the Administrative Agent shall have received written notice from a Bank or the Borrower
referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative Agent will promptly notify the Banks of its receipt of any such notice. The Administrative
Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Banks in accordance with Article IX; provided, however, that unless and until the Administrative Agent has received
any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Banks.

 10.6 Credit Decision; Disclosure of Information by Administrative Agent. 

Each Bank acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank as to any
matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Bank represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Parties and their respective
Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Bank also represents
that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not
taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the
Borrower and the other Parties. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide
any Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Parties or any of their respective Affiliates which may come into the possession
of any Agent-Related Person. 

  
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 10.7 Indemnification of Administrative Agent. 

Whether or not the transactions contemplated hereby are consummated, the Banks shall, ratably in accordance with their respective Pro Rata
Shares, indemnify upon demand each Agent -Related Person (to the extent not reimbursed by or on behalf of any Party and without limiting the obligation of any Party to do so), and hold harmless each Agent-Related Person from and against any and
all Indemnified Liabilities incurred by it; provided, however, that no Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable
judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required
Banks (or greater number, if so required) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Bank shall reimburse the Administrative Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all other Obligations and the resignation of the Administrative Agent. 

10.8 Administrative Agent in its Individual Capacity. 

The Administrative Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire
equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though the Administrative Agent were not the Administrative
Agent or an Issuing Bank hereunder and without notice to or consent of the Banks. The Banks acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding any Party or its Affiliates
(including information that may be subject to confidentiality obligations in favor of such Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its
Loans, the Administrative Agent shall have the same rights and powers under this Agreement as any other Bank and may exercise such rights and powers as though it were not the Administrative Agent or an Issuing Bank, and the terms “Bank”
and “Banks” include the Administrative Agent in its individual capacity. 
 10.9 Successor Administrative Agent. 

The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Banks. If the Administrative Agent resigns under
this Agreement, the Required Banks shall appoint from among the Banks a successor administrative agent for the Banks, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event
of Default under Section 9.1(a) or 9.1(j) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed 15 days prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Banks and the Borrower, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person
acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring
Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. 

  
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After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article X and Sections 11.3 and 11.10 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring
Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such
time, if any, as the Required Banks appoint a successor agent as provided for above. 
 10.10 Administrative Agent May File Proofs of
Claim. 
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Party, the Administrative Agent (irrespective of whether the principal of any Loan or other Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Banks and the Administrative Agent under Sections 2.5, 3.2 and 11.3) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Banks, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 3.2, 3.3 and 11.3. 

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

10.11 Guaranty Matters. 

Each Bank acknowledges and irrevocably consents to the release and discharge of any Guarantor Subsidiary from its obligations under the
Subsidiary Guaranty by the Administrative Agent, without any further consent or authorization by the Banks, as a result of a Change in Status of a Guarantor Subsidiary. The Borrower may notify the Administrative Agent of any Change in Status of
a Guarantor Subsidiary by delivering an Officer’s Certificate, which shall include a reasonably detailed description of such Change in Status and a certification that no Default or Event of Default exists or would result from the release of
such Guarantor Subsidiary from its obligations under the Subsidiary Guaranty. Such Officer’s Certificate shall be delivered no later than simultaneously with the delivery of a Compliance Certificate pursuant to


  
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Section 7.2 with respect to the fiscal quarter during which such Change in Status occurs. Upon delivery of such Officer’s Certificate to the Administrative Agent, such Guarantor
Subsidiary will be released and discharged from its obligations under the Subsidiary Guaranty, automatically, without any further action by the Administrative Agent or any Bank, and the Subsidiary that is subject to such Change in Status shall no
longer be a Guarantor Subsidiary. Upon request by the Administrative Agent at any time, the Required Banks will confirm in writing the Administrative Agent’s authority to take any steps to effect the release of any Guarantor Subsidiary from its
obligations under the Subsidiary Guaranty pursuant to this Section 10.11. 
 10.12 Other Agents; Arrangers and Managers. 

None of the Banks or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,”
“documentation agent,” “senior managing agent,” “managing agent,” “co-agent,” “joint book manager”, “sole book manager,” “lead manager,” “joint lead arranger”,
“sole lead arranger,” “arranger” or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement or any of the other Loan Documents other than, in the case of such Banks,
those applicable to all Banks as such. Without limiting the foregoing, none of the Banks or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges that it has not relied, and will
not rely, on any of the Banks or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. 

10.13 Defaulting Banks. 

(a) If for any reason any Bank becomes a Defaulting Bank, then in addition to the rights and remedies that may be available to the
Administrative Agent and the Banks at law or in equity, the Defaulting Bank’s right to participate in the Loan and the Agreement will be suspended during the pendency of the Defaulting Bank’s uncured default, and (without limiting the
foregoing) the Administrative Agent may (or at the direction of the Required Banks, shall) withhold from the Defaulting Bank any interest payments, fees, principal payments or other sums otherwise payable to such Defaulting Bank under the Loan
Documents until such default of such Defaulting Bank has been cured. Each Non-Defaulting Bank will have the right, but not the obligation, in its sole discretion, to acquire at par a proportionate share (based on the ratio of its Pro Rata Share of
the Commitment to the aggregate amount of the Pro Rata Shares of the Commitments of all of the Non-Defaulting Banks that elect to acquire a share of the Defaulting Bank’s Pro Rata Share of the Commitment) of the Defaulting Bank’s Pro Rata
Share of the Commitment, including its proportionate share in the outstanding principal balance of the Loans. The Defaulting Bank will pay and protect, defend and indemnify the Administrative Agent and each of the other Banks and Issuing Banks
against, and hold the Administrative Agent, and each of the other Banks and Issuing Banks harmless from, all claims, actions, proceedings, liabilities, damages, losses, and expenses (including Attorney Costs, and interest at the Base Rate plus
2.0% per annum for the funds advanced by the Administrative Agent or any Banks on account of the Defaulting Bank) they may sustain or incur by reason of or in consequence of the Defaulting Bank’s failure or refusal to perform its
obligations under the Loan Documents. The Administrative Agent may set off against payments due to the Defaulting Bank for the claims of the Administrative Agent and the other Banks against the Defaulting Bank. The exercise of these remedies will
not reduce, diminish or liquidate the Defaulting Bank’s Pro Rata Share of the Commitment (except to the extent that part or all of such Pro Rata Share of the Commitment is acquired by the other Banks as specified above) or its obligations to
share losses and reimbursement for costs, liabilities and expenses under this Agreement. This indemnification will survive the payment and satisfaction of all of the Borrower’s obligations and liabilities to the Banks and the Issuing Banks. The
foregoing provisions of this Section 10.13 are solely for the benefit of the Administrative Agent and the Banks, and may not be enforced or relied upon by the Borrower. 

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

(i) fees shall cease to accrue on the Commitment of such Defaulting Bank pursuant to Sections 3.2 and 3.3; 

(ii) the Defaulting Bank’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in Section 11.2; 
 (iii) any L/C Advance of such Defaulting Bank not funded by such
Defaulting Bank will, upon notice by the Administrative Agent, and subject in any event to the limitation in the first proviso below, automatically be reallocated (effective on the day such Bank becomes a Defaulting Bank) among the Non-Defaulting
Banks pro rata in accordance with their respective Commitments; provided that, (a) the sum of the Exposure of each Non-Defaulting Bank may not in any event exceed the Non-Defaulting Bank’s Pro Rata Share of the Commitment
as in effect at the time of such reallocation, (b) subject to Section 11.30, such reallocation will not constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank or any other Bank may have against such
Defaulting Bank including any claim of a Non-Defaulting Bank as a result of such Non-Defaulting Bank’s increased exposure following such reallocation, and (c) neither such reallocation nor any payment by a Non-Defaulting Bank as a result
thereof will cause such Defaulting Bank to be a Non-Defaulting Bank; 
 (iv) to the extent that any portion (the
“unreallocated portion”) of the Defaulting Bank’s L/C Advance cannot be so reallocated, whether by reason of clause (a) of the proviso in clause (iii) above or otherwise, the Borrower will, without prejudice to any right or
remedy available to it hereunder or under Law and not later than 1 Business Day after demand by the Administrative Agent, (a) Cash Collateralize the obligations of the Borrower to each applicable Issuing Bank in respect of the unallocated portion of
such L/C Advance, as the case may be, in an amount at least equal to 101% of the aggregate amount of the unreallocated portion of such L/C Advance (excluding any portion of such amount that is already Cash Collateralized by operation of another
provision of this Agreement), or (b) make other arrangements satisfactory to the Administrative Agent and the Issuing Bank in their sole discretion to protect them against the risk of non-payment by such Defaulting Bank; and 

(v) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that
Defaulting Bank under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) 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 that Defaulting Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Bank to the Issuing Bank hereunder; third, if so determined by the
Administrative Agent or requested by the Issuing Bank, to be held as Cash Collateral for future funding obligations of that Defaulting Bank of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no
Default or Event of Default has occurred and is continuing), to the funding of any Loan in respect of which that Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Bank to fund Loans under this Agreement;
sixth, to the payment of any amounts owing to the Banks or the Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Bank or the Issuing 

  
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Bank against that Defaulting Bank as a result of that Defaulting Bank’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default has occurred
and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Bank as a result of that Defaulting Bank’s breach of its
obligations under this Agreement; and eighth, to that Defaulting Bank or as otherwise directed by a court of competent jurisdiction; provided that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings
in respect of which that Defaulting Bank has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 8.2 were satisfied or waived, such payment shall be applied solely
to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Bank. Any payments, prepayments or other amounts
paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post Cash Collateral pursuant to this Section 10.13(b)(v) shall be deemed paid to and redirected by that Defaulting Bank, and each Bank
irrevocably consents hereto. 
 10.14 No Obligations of the Borrower. 

Nothing contained in this Article X shall be deemed to impose upon the Borrower any obligation in respect of the due and punctual
performance by the Administrative Agent of its obligations to the Banks under any provision of this Agreement, and the Borrower shall have no liability to the Administrative Agent or any of the Banks in respect of any failure by the Administrative
Agent or any Bank to perform any of its obligations to the Administrative Agent or the Banks under this Agreement. Without limiting the generality of the foregoing, where any provision of this Agreement relating to the payment of any amounts due and
owing under the Loan Documents provides that such payments shall be made by the Borrower to the Administrative Agent for the account of the Banks, the Borrower’s obligations to the Banks in respect of such payments shall be deemed to be
satisfied upon the making of such payments to the Administrative Agent in the manner provided by this Agreement. 
 ARTICLE XI. 

MISCELLANEOUS 
 11.1 Cumulative
Remedies; No Waiver. 
 The rights, powers, and remedies of the Administrative Agent or any Bank provided herein or in any Note or other
Loan Document are cumulative and not exclusive of any right, power, or remedy provided by law or equity. No failure or delay on the part of the Administrative Agent or any Bank in exercising any right, power, or remedy may be, or may be deemed to
be, a waiver thereof; nor may any single or partial exercise of any right, power, or remedy preclude any other or further exercise of any other right, power, or remedy. The terms and conditions of Sections 8.1, 8.2, 8.3 and 8.4 hereof are inserted
for the sole benefit of the Banks and the Administrative Agent may (with the approval of the Required Banks) waive them in whole or in part with or without terms or conditions in respect of any Loan, without prejudicing the Banks’ rights to
assert them in whole or in part in respect of any other Loans. 
 11.2 Amendments; Consents. 

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any
other Party therefrom, may in any event be effective unless in writing signed by the Required Banks and each Loan Party party to the relevant Loan Document 

  
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or (with the consent of the Required Banks) the Administrative Agent and each Loan Party party to the relevant Loan Document, and then only in the specific instance and for the specific purpose
given; and without the approval in writing of all of the affected Banks, no amendment, waiver or consent may be effective: 
 (a) to amend
or modify the principal of, or the amount of principal or principal prepayments payable on any Obligation, to increase the Exposure of any Bank without the consent of that Bank, to decrease the rate of any interest or fee payable to any Bank without
the consent of that Bank, or to reduce or waive any interest or other amount payable to any Bank without the consent of that Bank; 
 (b) to
postpone any date fixed for any payment of principal of, prepayment of principal of, or any installment of interest on, any Obligation owing to a Bank or any installment of any fee owing to a Bank, or to extend the term of the Commitment without the
consent of that Bank; 
 (c) to amend or modify the provisions of the definition in Section 1.1 of “Required Banks” or this
Section 11.2, or any provision providing for the ratable or pro rata treatment of the Banks without the consent of each Bank; 
 (d) release
any Guarantor Subsidiary from liability under the Subsidiary Guaranty (except as provided below); or 
 (e) to amend or modify any provision
of this Agreement or the Loan Documents that expressly requires the consent or approval of all the Banks without the consent of each Bank. 

Any amendment, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Banks and the
Administrative Agent. Any amendment, waiver or consent pursuant to this Section 11.2 that permits the sale or other transfer of the capital stock of (or all or substantially all of the assets of) a Guarantor Subsidiary shall automatically
release the Guarantor Subsidiary effective concurrently with such sale or other transfer. 
 In addition, no amendment, modification,
termination or waiver of any provision (i) of Section 2.5 shall be effective without the written concurrence of Administrative Agent and, with respect to the purchase of participations in Letters of Credit, without the written concurrence of
applicable Issuing Banks that have issued an outstanding Letter of Credit or have not been reimbursed for a payment under a Letter of Credit, (ii) of Article X or of any other provision of this Agreement which, by its terms, expressly requires the
approval or concurrence of Administrative Agent shall be effective without the written concurrence of Administrative Agent. 

Notwithstanding anything to the contrary contained in this Section 11.2, if the Administrative Agent and the Borrower shall have jointly
identified an obvious error, defect, ambiguity or inconsistency or any error or omission of a technical, administrative or immaterial nature in any provision of any Loan Document, then the Administrative Agent and the Borrower shall be permitted to
amend such provision in order to correct the same, and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Banks within five
Business Days following their receipt of notice thereof. 
 Anything herein to the contrary notwithstanding, during such period as a Bank is
a Defaulting Bank, to the fullest extent permitted by applicable Law, such Bank will not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the outstanding Loans or other extensions of credit of such Bank
hereunder will not be taken into account in determining whether the Required Banks or all of the Banks, as required, have approved any such amendment or waiver (and the 

  
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definition of “Required Banks” will automatically be deemed modified accordingly for the duration of such period); provided that, any such amendment or waiver that would increase the
Exposure or extend the term of the Commitment of such Defaulting Bank, postpone the date fixed for the payment of principal or interest owing to such Defaulting Bank hereunder, reduce the principal amount of any Obligation owing to such Defaulting
Bank, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Bank or of any fee payable to such Defaulting Bank hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Bank.

 11.3 Costs, Expenses and Taxes. 

The Borrower shall pay within 30 days after demand (which demand shall be accompanied by an invoice in reasonable detail) the reasonable
actual out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution, delivery, arrangement, syndication and closing of (a) the Loan Documents and (b) any amendment, waiver or modification of
the Loan Documents. The Borrower shall pay within 30 days after demand the reasonable actual out-of-pocket costs and expenses of the Administrative Agent and each of the Banks and Issuing Banks in connection with the enforcement of any Loan
Documents following the occurrence of a Default or an Event of Default, including in connection with any refinancing, restructuring, reorganization (including a bankruptcy reorganization, if such payment is approved by the bankruptcy court or any
similar proceeding). The costs and expenses referred to in the first sentence above (for which the Borrower shall be liable solely with respect to costs and expenses of the Administrative Agent and Arrangers) and the second sentence above
(which shall apply to costs and expenses of the Administrative Agent, the Banks and the Issuing Banks) shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and Attorney Costs
of the Administrative Agent, Arrangers or any of the Banks or Issuing Banks, as the case may be, or independent public accountants and other outside experts retained by the Administrative Agent (provided that, the Borrower shall not be liable
under this Section 11.3 for (i) fees and expenses of more than one firm of independent public accountants, or more than one expert with respect to a specific subject matter, at any one time, or (ii) the fees and expenses of more than one firm of
outside legal counsel (and one local counsel in each relevant jurisdiction and specialty counsel, if applicable) retained to represent the Administrative Agent, the Banks and the Issuing Banks, but if any of such parties does not consent to such
joint representation, the Borrower shall be liable for the fees and expenses of not more than one firm of outside legal counsel (and one local counsel in each relevant jurisdiction and specialty counsel, if applicable) retained to represent the
Administrative Agent and also for not more than one additional firm of outside legal counsel retained to otherwise represent one or more of the Banks and Issuing Banks). Nothing herein shall obligate the Borrower to pay any costs and expenses in
connection with an assignment of or participation in a Bank’s Pro Rata Share of a Commitment. Any amount payable to the Administrative Agent, any Arranger, any Bank, any Issuing Bank or any Participant under this Section 11.3 shall bear
interest from the date which is 30 days after the Borrower’s receipt of demand (together with reasonable supporting documentation) for payment at the rate then in effect for Base Rate Loans. 

11.4 Nature of Banks’ Obligations. 

Nothing contained in this Agreement or any other Loan Document and no action taken by the Administrative Agent or the Banks or any of them
pursuant hereto or thereto may, or may be deemed to, make the Banks a partnership, an association, a joint venture, or other entity, either among themselves or with the Borrower. The obligations of the Banks hereunder to make Advances and to
fund participations in Letters of Credit are several and not joint or joint and several. The failure of any Bank to make any Advance or to fund any such participation on any date required hereunder shall not relieve any other Bank of its
corresponding obligation to do so on such date, and no Bank shall be responsible for the failure of any other Bank to so make its Advance or purchase its participation. 

  
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 11.5 Survival of Representations and Warranties. 

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

11.6 Notices and Other Communications; Copies. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in Section 11.6(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 telecopier
or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 11.6; and 
 (ii) if to any other Bank, to the address, telecopier
number, electronic mail address or telephone number specified in its Administrative Questionnaire. 
 All such notices and other communications shall be
deemed to be given or made upon the earlier to occur of (x) actual receipt by the relevant party hereto and (y) (A) if sent by hand or overnight courier service, when signed for by or on behalf of the relevant party hereto, (B) if mailed by
certified or registered mail, 4 Business Days after deposit in the mails, postage prepaid or (C) if sent by telecopier, 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 Section 11.6(b) below, shall be effective as provided in Section 11.6(b). 

(b) Electronic Communications. Notices and other communications to the Banks and the Issuing Bank(s) 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, provided that, the foregoing shall not apply to notices to any Bank or the Issuing Bank(s)
pursuant to Article II if such Bank or such Issuing Bank, 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 discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that, approval of such procedures may be limited to particular
notices or communications. Unless the Administrative Agent otherwise prescribes, 
 (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written


  
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acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have
been sent 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) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Bank, any Issuing Bank or
any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of the Borrower Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of
such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Bank, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages). 
 (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent and the
Issuing Bank(s) may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Bank may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Borrower, the Administrative Agent and the Issuing Bank(s). In addition, each Bank agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on
record: 
 (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and 
 (ii) accurate wire instructions for such Bank. 

(e) Reliance by Administrative Agent, Issuing Bank(s) and Banks. The Administrative Agent, the Issuing Bank(s) and the Banks shall
be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if 
 (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or 

(ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 

  
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 The Borrower shall indemnify each Agent-Related Person, each Issuing Bank and each Bank from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to such recording. 
 11.7 Execution in Counterparts;
Delivery. 
 This Agreement and any other Loan Document to which the Borrower is a Party may be executed in any number of counterparts
and any party hereto or thereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts of this Agreement or any other Loan Document, as the case may be, taken together
will be deemed to be but one and the same instrument. Such counterparts may be sent by facsimile, telecopy or electronic mail. The execution of this Agreement or any other Loan Document by any party hereto or thereto will not become
effective until executed counterparts hereof or thereof (or other evidence of execution satisfactory to the Administrative Agent and the Borrower) have been delivered to the Administrative Agent and the Borrower. The parties hereto agree and
acknowledge that delivery of any signature by facsimile, telecopy or electronic mail shall constitute execution by such signatory. 
 11.8
Successors and Assigns. 
 (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank and no Bank may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 11.8(b), (ii) by way of participation in accordance with the provisions of Section 11.8(d), (iii) by way of pledge or
assignment of a security interest subject to the restrictions of Section 11.8(f) or (iv) in accordance with Section 11.27 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.8(d) and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Any Bank
may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 11.8(b), participations
in Letters of Credit) at the time owing to it); provided that, (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Bank or an Affiliate or Approved Fund of a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of
the Loans of the assigning Bank subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 and shall be an integral multiple of $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to
a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an
assignment 

  
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of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment to an Eligible
Assignee other than a Bank or an Affiliate or Approved Fund of a Bank shall be subject to the prior written consent of the Administrative Agent, not to be unreasonably withheld or delayed; (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (treating multiple, simultaneous assignments by or to two or more Approved Funds as a single assignment) (except that no such
processing and recordation fee shall be payable (w) in connection with any assignment to or from Citi or any of its Affiliates or Approved Funds, or (x) in the case of an assignee which is already a Bank or is an Affiliate or Approved Fund of a
Bank, or (y) for any assignment which the Administrative Agent, in its sole discretion elects to waive such processing and recordation fee), and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an
Administrative Questionnaire; and (z) any assignment to an Eligible Assignee other than a Bank or an Affiliate or Approved Fund of a Bank shall be subject to the prior written consent of the Borrower (such consent not to be unreasonably withheld or
delayed), but such consent of the Borrower shall not be required if a Default or an Event of Default has then occurred and is continuing; provided that, the Borrower shall be deemed to have consented to any such Eligible Assignee unless it
shall have objected thereto within five (5) Business Days following written request for such consent. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.8(c), from and after the effective date specified in
each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and
the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.6, 3.10, 11.3, 11.6(e) and 11.10 with respect to facts and circumstances occurring
prior to the effective date of such assignment). Upon request, the Borrower shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this
Section 11.8(b) shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with Section 11.8(d). Any costs and expenses incurred in connection with an assignment
hereunder (including the processing and recordation fee pursuant to Section 11.8(b)(iv)) shall be paid by the Eligible Assignee (except as otherwise provided in Section 11.27). 

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans and other Obligations owing to, each Bank 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 Banks shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from
time to time upon reasonable prior notice. 
 (d) Any Bank may at any time, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Bank’s rights or
obligations under this Agreement (including all or a portion of its Commitment or the Loans (including such Bank’s participations in Letters of Credit) owing to it); provided that, (i) such Bank’s


  
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obligations under this Agreement otherwise shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank
sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided further, that such
agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Sections 11.2(a), 11.2(b) or 11.2(d) that directly affects such Participant;
provided further, that any Bank selling a participation shall endeavor promptly to give the Borrower notice following any such sale, but the failure to give such notice will not give rise to any liability on the part of such Bank or
otherwise affect the validity of any such sale. Subject to clause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the limitations of, Sections 3.6 and 3.10 to the same extent
as if it were a Bank and had acquired its interest by assignment pursuant to Section 11.8(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.15 as though it were a Bank,
provided that, such Participant agrees to be subject to Section 11.9 as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the
name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that,
no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its
other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the
United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

 (e) A Participant shall not be entitled to receive any greater payment under Sections 3.6 and 3.10 than the applicable Bank would have
been entitled to receive with respect to the participation sold to such Participant. 
 (f) Any Bank may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that, no such pledge or assignment shall release such Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto. 

(g) In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment will be effective unless
and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may
be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Administrative Agent,
any Issuing Bank and each 

  
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other Bank hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with such
Defaulting Bank’s Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder becomes effective under applicable Law without compliance with the provisions of this
paragraph, then the assignee of such interest will be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs. 

(h) If any Issuing Bank resigns as an Issuing Bank it shall retain all the rights and obligation of an Issuing Bank hereunder with respect to
all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Obligations with respect thereto (including the right to require the Banks to make Base Rate Loans or fund risk participation in Unreimbursed
Amounts pursuant to Section 2.5). 
 11.9 Sharing of Setoffs. 

Each Bank severally agrees that if it, through the exercise of the right of setoff, banker’s lien, or counterclaim against the Borrower
or otherwise, receives payment of the Obligations due it hereunder and under the Notes that is ratably more than that to which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then: (a) the Bank exercising the right of setoff,
banker’s lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from the other Bank a participation in the Obligations held by the other Bank and shall pay to the other
Bank a purchase price in an amount so that the share of the Obligations held by each Bank after the exercise of the right of setoff, banker’s lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the
exercise of the right of setoff, banker’s lien, or counterclaim or receipt of payment, and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Banks share
any payment obtained in respect of the Obligations ratably in accordance with the provisions of Section 3.13 and 9.2(e), provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of
setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Bank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and
the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Bank that purchases a participation in the Obligations pursuant to this Section shall from and after the purchase have the right to give all
notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Bank were the original owner of the Obligations purchased. The
Borrower expressly consents to the foregoing arrangements and agrees that, to the extent permitted by Law, any Bank holding a participation in an Obligation so purchased may exercise any and all rights of setoff, banker’s lien or counterclaim
with respect to the participation as fully as if the Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i)
all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other
funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the
Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff. 

  
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 11.10 Indemnification by the Borrower. 

The Borrower shall indemnify and hold harmless each Agent-Related Person, the Arrangers, each Bank, each Issuing Bank and their respective
Affiliates, directors, officers, employees, advisors and agents (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages (including punitive and exemplary damages), penalties, claims,
demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs; provided that, such Attorney Costs shall not include the fees and expenses of more than one firm of outside legal counsel (and one local counsel
in each relevant jurisdiction and specialty counsel, if applicable, and solely in the case of a conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Indemnitees) retained to represent the
Administrative Agent, the Banks and the Issuing Banks, but if any of such parties does not consent to such joint representation, the Borrower shall be liable for the fees and expenses of not more than one firm of outside legal counsel (and one local
counsel in each relevant jurisdiction and specialty counsel, if applicable, and solely in the case of a conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Indemnitees) retained to represent the
Administrative Agent and also for not more than one additional firm of outside legal counsel retained to otherwise represent one or more of the Banks and Issuing Banks)) of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal
by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto or (d) the use, generation, manufacture, production, storage, release, threatened release, discharge, treatment, transportation, disposal or presence of any Hazardous Materials
if such Hazardous Materials are on, under, about or relate to the Borrower’s Property or operations, so long as such liability, obligation, loss, damage (including punitive and exemplary damages), penalty, claim, demand, action, judgment, suit,
cost, expense or disbursement arises out of or relates to a Commitment, the use of proceeds of any Loans, any transaction contemplated pursuant to this Agreement, or any relationship or alleged relationship of any Indemnitee to Borrower related to
this Agreement (all the foregoing, collectively, the “Indemnified Liabilities”); provided that, such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, willful misconduct or
material breach of the Loan Documents by such Indemnitee or (y) disputes between and among Indemnitees to the extent such disputes do not arise from any act or omission of the Borrower or any of its Affiliates (other than claims against an
Indemnitee acting in its capacity as an agent or arranger or similar role, unless denied pursuant to clause (x) above). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or
arising out of its activities in connection herewith or therewith (whether before or after the Restatement Date). All amounts due under this Section 11.10 shall be payable within 10 Business Days after demand therefor. The agreements in
this Section 11.10 shall survive the resignation of the Administrative Agent, the replacement of any Bank, the termination of the Commitments and the repayment, satisfaction or 

  
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discharge of all the other Obligations. Notwithstanding the foregoing, indemnification for Indemnified Taxes and Other Taxes shall be governed by, and be subject to the qualifications and
requirements set forth in, Section 3.10. Furthermore, this Section 11.10 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

11.11 Nonliability of Banks. 

The relationship between the Borrower and the Banks is, and shall at all times remain, solely that of borrower and lenders, and the Banks and
the Administrative Agent neither undertake nor assume any responsibility or duty to the Borrower to review, inspect, supervise, pass judgment upon, or inform the Borrower of any matter in connection with any phase of the Borrower’s business,
operations, or condition, financial or otherwise. The Borrower shall rely entirely upon its own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment, or information supplied to the Borrower by any
Bank, the Administrative Agent or any Arranger in connection with any such matter is for the protection of the Banks, the Administrative Agent and the Arrangers, and neither the Borrower nor any third party is entitled to rely thereon. 

11.12 Confidentiality. 

Each of the Administrative Agent, each Bank and each Issuing Bank agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed 
 (a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and representatives only for the purposes of administration or enforcement of this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), 
 (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), 

(c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, 

(d) to any other party hereto, 

(e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, 
 (f) subject to an agreement containing a
standard of confidentiality substantially the same as that in this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, 
 (g) with
the consent of the Borrower or 
 (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent, any Bank, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. 

  
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 For purposes of this Section 11.12, “Information” means all information received from the Borrower or
any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Arranger, any Bank or an Issuing Bank on a nonconfidential basis
prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the Restatement Date, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, each Bank and each Issuing Bank acknowledges that (x) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be, (y) it has developed compliance procedures regarding the use of material non-public information and (z) it will handle such material
non-public information in accordance with applicable Law, including Federal and state securities Laws. Notwithstanding the foregoing, the provisions set forth in this Section 11.12 shall expire and shall be of no further effect after the first
anniversary of the earlier of (a) the Maturity Date and (b) the date on which no Loan remains unpaid, or any other Obligation remains unpaid, or any portion of the Commitment or any Letter of Credit remains outstanding. 

11.13 No Third Parties Benefited. 

This Agreement is made for the purpose of defining and setting forth certain obligations, rights and duties of the Borrower, the
Administrative Agent and the Banks in connection with the Commitment, and is made for the sole benefit of the Borrower, the Administrative Agent and the Banks, and the Administrative Agent’s and the Banks’ successors and assigns.
Except as provided in Sections 11.8 and 11.10, no other Person shall have any rights of any nature hereunder or by reason hereof. 

11.14 Other Dealings. 

Any Bank may, without liability to account to the other Banks, accept deposits from, lend money or provide credit facilities to and generally
engage in any kind of banking or other business with the Borrower and its Subsidiaries. 
 11.15 Right of Setoff —
Deposit Accounts. 
 Upon the occurrence of an Event of Default and the acceleration of maturity of the principal indebtedness pursuant
to Section 9.2, the Borrower hereby specifically authorizes each Bank in which the Borrower maintains a deposit account (whether a general or special deposit account, other than trust accounts) or a certificate of deposit to setoff any Obligations
owed to the Banks against such deposit account or certificate of deposit without prior notice to the Borrower (which notice is hereby waived) whether or not such deposit account or certificate of deposit has then matured. Nothing in this Section
shall limit or restrict the exercise by a Bank of any right to setoff or banker’s lien under applicable Law, subject to the approval of the Required Banks. 

11.16 Further Assurances. 

The Borrower shall, at its expense and without expense to the Banks or the Administrative Agent, do, execute, and deliver such further acts
and documents as any Bank or the Administrative Agent from time to time reasonably requires for the assuring and confirming unto the Banks or the Administrative Agent the rights hereby created or intended now or hereafter so to be, or for carrying
out the intention or 

  
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facilitating the performance of the terms of any Loan Document; provided that, this Section 11.16 is not intended to create any affirmative obligation on the part of the Borrower to
provide additional collateral security, additional guarantors or other credit enhancement with respect to the Obligations. 
 11.17
Integration. 
 This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the
parties on the subject matter hereof and supersedes all prior agreements, written or oral (including the mandate letter and the summary of terms relating to this Agreement), on the subject matter hereof except as provided in Section 3.3 hereof or
otherwise expressly provided herein to the contrary. The Loan Documents were drafted with the joint participation of the Borrower and the Banks and shall be construed neither against nor in favor of either, but rather in accordance with the
fair meaning thereof. 
 11.18 Governing Law. 

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. 
 (b)
SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND
OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. 
 (c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

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

  
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 11.19 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. 
 11.20 Headings. 

Article and section headings in this Agreement and the other Loan Documents are included for convenience of reference only and are not part of
this Agreement or the other Loan Documents for any other purpose. 
 11.21 Conflict in Loan Documents. 

To the extent there is any actual irreconcilable conflict between the provisions of this Agreement and any other Loan Document, the provisions
of this Agreement shall prevail. 
 11.22 Waiver of Right to Trial by Jury. 

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

11.23 Purported Oral Amendments. 

THE BORROWER EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY ONLY BE AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF
OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION 11.2. THE BORROWER AGREES THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF
ANY AGENT OR ANY BANK THAT DOES NOT COMPLY WITH SECTION 11.2 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THE AGREEMENT OR THE OTHER LOAN DOCUMENTS. 

11.24 Payments Set Aside. 

To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Bank, or the Administrative Agent or
any Bank exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered
into by the Administrative Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other party, 

  
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in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. 

11.25 [Intentionally Omitted]. 

11.26 USA PATRIOT Act Notice. 

Each Bank that is subject to the PATRIOT Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Bank)
hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Bank or the Administrative Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act. The
Borrower hereby agrees to provide any such information that is reasonably requested by any Bank or the Administrative Agent. 
 11.27
Replacement of Banks. 
 If (a) any Bank requests compensation under Sections 3.6(a) through 3.6(e), (b) the Borrower is required to
pay any additional amount pursuant to Section 3.10, (c) any Bank is a Defaulting Bank, (d) any Bank is a Non-Consenting Bank or (e) any other circumstance exists hereunder that gives the Borrower the right to replace a Bank as a party hereto, then
the Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such Bank to assign and delegate, without recourse (subject to the last sentence of this Section 11.27, in accordance with and subject
to the restrictions contained in, and consents required by, Section 11.8), and such Bank shall assign within three (3) Business Days after the date of such notice, all of its interests, rights and obligations under this Agreement and the related
Loan Documents to an Eligible Assignee reasonably acceptable to the Administrative Agent that shall assume such obligations, provided that: 

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8(b); 

(b) such Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.6(f) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts) and including all amounts due to such Bank under Sections 3.10, 11.3, 11.6(e) and 11.10, but subject to the provisions of clause (c) below); 

(c) in the case of any such assignment resulting from a claim for compensation under Sections 3.6(a) through 3.6(e) or payments required to be
made pursuant to Section 3.10, such assignment will result in a reduction in such compensation or payments thereafter; 
 (d) prior to such
assignment, such Bank shall have taken no action under Section 3.17 so as to eliminate the continued need for payment of the amounts owing pursuant to Sections 3.6 and 3.10; 

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

(f) no Event of Default shall have occurred and be continuing at the time of such assignment. 

In the event that a Bank (a “Non-Complying Bank”) does not comply with the requirements of the immediately preceding sentence
within three (3) Business Days after receipt of notice to such effect from the Borrower, each Bank hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in
accordance with Section 11.8 on behalf of such Non-Complying Bank and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 11.8. 

In the event that (i) the Borrower or the Administrative Agent has requested that the Banks consent to a departure or waiver of any
provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each affected Bank in accordance with the terms of Section 11.2 and (iii) the Required
Banks have agreed to such consent, waiver or amendment, then any Bank who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Bank.” 

A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Bank or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 11.28 No Fiduciary
Relationship. 
 The Borrower hereby acknowledges that none of the Administrative Agent, the Banks or their Affiliates has any fiduciary
relationship with or duty to the Borrower or any of its Affiliates arising out of or in connection with the Loan Documents, and the relationship between the Administrative Agent, the Banks or any of their Affiliates, on the one hand, and the
Borrower or its Affiliates, on the other hand, in connection with the Loan Documents is solely that of debtor and creditor. 
 11.29
Amendment and Restatement. 
 (a) This Agreement supersedes and replaces the Existing Revolving Credit Agreement from and after the
Restatement Date. This Agreement does not constitute a novation, payment and reborrowing or termination of the Obligations under and as defined in the Existing Revolving Credit Agreement and such Obligations are in all respects continuing with only
the terms being modified as provided in this Agreement. The Borrower, the Banks, the Issuing Banks and the Administrative Agent agree that the Existing Revolving Credit Agreement shall be amended and restated on the Restatement Date, such that
on the Restatement Date the terms set forth herein shall replace the terms of the Existing Revolving Credit Agreement, and all appendices, schedules and exhibits thereto are hereby amended and restated in the forms attached hereto. Nothing herein
shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Revolving Credit Agreement, this
Agreement or any other Loan Document in similar or different circumstances. 
 (b) Each Bank party to the Existing Revolving Credit
Agreement expressly waives any compensation due to such Bank pursuant to Section 3.6(f) of the Existing Revolving Credit Agreement as a result of the payment of accrued interest on any Loans existing immediately prior to the Restatement Date
pursuant to Section 8.4(f) of this Agreement (and any associated conversion of Eurodollar Rate Loans other than on the last day of the Interest Period applicable thereto). 

  
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 (c) Notwithstanding anything to the contrary in this Agreement or the Existing Revolving Credit
Agreement, each Bank that was a party to the Existing Revolving Credit Agreement but is not a party to this Agreement on the Restatement Date shall be deemed for all purposes to be a Non-Consenting Lender and a Non-Complying Lender under the
Existing Revolving Credit Agreement and, notwithstanding the provisions of Section 11.8 and Section 11.27 of this Agreement or the Existing Revolving Credit Agreement, shall be deemed to have assigned such Bank’s Commitments and/or Loans (each
as defined in the Existing Revolving Credit Agreement) to the Banks party to this Agreement on the Restatement Date such that the Commitments of such Banks party to this Agreement shall on the Restatement Date be as set forth on Schedule 1.1 hereto

 11.30 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. 
 [Remainder of Page Intentionally
Left Blank] 

  
 102 








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

					
	WCI COMMUNITIES, INC.,
	a Delaware Corporation
		
	By:	 	 /s/ Russell Devendorf

		 	Name:	 	Russell Devendorf
		 	Title:	 	Chief Financial Officer



  
 [Signature Page
– Amended and Restated Revolving Credit Agreement] 









			
	CITIBANK, N.A.,
	as Administrative Agent, a Bank and an Issuing Bank
		
	By:	 	 /s/ Michael Vondriska

	Name:	 	Michael Vondriska
	Title:	 	Vice President



  
 [Signature Page
– Amended and Restated Revolving Credit Agreement] 









			
	BANK OF AMERICA, N.A.,
	as a Bank and an Issuing Bank
		
	By:	 	 /s/ Jonathan Salzinger

	Name:	 	Jonathan Salzinger
	Title:	 	Vice President



  
 [Signature Page
– Amended and Restated Revolving Credit Agreement] 









			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	as a Bank and an Issuing Bank
		
	By: 	 	 /s/ Bill O’Daly

	Name:	 	Bill O’Daly
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ D. Andrew Maletta

	Name:	 	D. Andrew Maletta
	Title	 	Authorized Signatory



  
 [Signature Page
– Amended and Restated Revolving Credit Agreement] 








 
			
	TEXAS CAPITAL BANK, N.A.,
	as a Bank and an Issuing Bank
		
	By:	 	 /s/ Carolynn Alexander

	Name:	 	Carolynn Alexander
	Title:	 	Senior Vice President



  
 [Signature Page
– Amended and Restated Revolving Credit Agreement] 








 EXHIBIT A 

ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have
the meanings given to them in the Agreement identified below (the “Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I 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 Standard Terms and Conditions and the
Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Bank under the 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 such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit included
in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under
or in connection with the Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the
Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, 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 or Approved Fund of [identify Bank]I]
		
	3.        	  	Borrower: WCI Communities, Inc., a Delaware corporation
		
	4.        	  	Administrative Agent: Citibank, N.A., as the administrative agent under the Agreement
		
	5.        	  	Agreement: Amended and Restated Revolving Credit Agreement, dated as of February 9, 2016, among WCI Communities, Inc., as Borrower, the Banks from time to time party thereto, and Citibank, N.A., as Administrative
Agent, as amended, restated, extended, supplemented or otherwise modified from time to time.

  

	1 	Select as applicable. 









									
				
	6.        	  	Assigned Interest:	  		  	

  

											
	 Aggregate Amount of

Commitment

for all Banks*
	  	Amount of Commitment
Assigned*	 	  	Pro Rata Share Assigned
of Aggregate
Commitment2	 	 	CUSIP
Numbers
	 $            
	  	$	            	  	  	 	    	% 	 	
	 $            
	  	$	            	  	  	 	    	% 	 	
	 $            
	  	$	            	  	  	 	    	% 	 	

  

							
	[7.	  	Trade Date:	  	            ,         ]3

 Effective Date:             ,
         
 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:


  

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


	2 	Set forth, to at least 9 decimals, as a percentage of the Commitment of all Banks thereunder. 


	3 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 









			
	 [Consented to and]4 Accepted:

	
	CITIBANK, N.A.,
	as Administrative Agent
		
	By:	 	  

		 	Title:
	
	[Consented to:]5
	
	WCI COMMUNITIES, INC.,
	as Borrower
		
	By:	 	  

		 	Title:

  

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


	5 	To be added only if the consent of the Borrower is required by the terms of the Agreement. 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignor. The Assignor (a) 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; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Agreement or any other Loan
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) 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 Document. 

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 Bank under the Agreement, (ii) it meets all requirements of an Eligible Assignee under the Agreement (subject to
receipt of such consents as may be required under the Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Agreement as a Bank thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned
Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents
and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or
any other Bank and based on such other documents and information as it has deemed appropriate, made it own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) attached hereto is
any documentation required to be delivered by it pursuant to the terms of the Agreement, including Section 3.10(e) thereof, 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 Bank, 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 Bank. 

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, 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 to
the Assignee. 
 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 B 

Borrowing Base Certificate
Date:                          

BORROWING BASE CERTIFICATE 

The undersigned Senior Officer, being the duly elected              of WCI
Communities, Inc., a Delaware corporation (the “Borrower”), hereby certifies that the following is a true and correct calculation of the Borrowing Base as of             ,
         (the “Statement Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Amended and Restated Revolving Credit Agreement dated as of February 9,
2016, as amended, restated, extended, supplemented or otherwise modified from time to time (the “Agreement”), by and among the Borrower, the Banks from time to time party thereto (the “Banks”), and Citibank, N.A.,
as Administrative Agent. 
  

	I.	Borrowing Base Calculation. 

 A. Borrowing Base. The following Escrow
Receivables, Sold Homes Under Construction, Model Homes, Unsold Homes Under Construction, Tower Construction Projects, Tower Sold Units, Tower Unsold Units, Lots under Development, Developed Lots, Land Held for Future Development and Unrestricted
Cash of the Borrower or any Subsidiary qualify for inclusion in the Borrowing Base (all figures are as of Statement Date or the date of incurrence of any Loan, Letter of Credit or any other Borrowing Base Indebtedness, as applicable): 

 

					
			
	1.	 	100% of the aggregate GAAP Value of Escrow Receivables	  	$            
			
	2.	 	90% of the aggregate GAAP Value of Sold Homes Under Construction	  	$            
			
	3.	 	85% of the aggregate GAAP Value of Model Homes	  	$            
			
	4.	 	80% of the aggregate GAAP Value of Unsold Homes Under Construction	  	$            
			
	5.	 	With respect to a Tower Construction Project owned by a Loan Party and financed with Loans under the Agreement, 75% of the Adjusted Project Costs incurred by such Loan Party with respect thereto1	  	$            
			
	6.	 	With respect to Tower Sold Units and as to which ninety (90) days have elapsed from the Tower Completion Date, 65% of the difference between (x) the Tower Unit Costs incurred by a Loan Party with respect thereto and (y) the
aggregate amount of all Customer Deposit Liabilities held pursuant to each such Tower Purchase Contract which may be applied to the Tower Unit Costs2	  	$            


 

	1 	Such Adjusted Project Costs shall be excluded from computation in the Borrowing Base on the date which is ninety (90) days from the Tower Completion Date for such Tower Construction Project. 


	2 	Such Tower Sold Units shall be excluded from computation in the Borrowing Base on the date which is one hundred and eighty (180) days from the Tower Completion Date for such Tower Units. The maximum amount of
availability includable in the Borrowing Base shall not exceed 65% of the sales price less all Customer Deposit Liabilities under the Tower Purchase Contracts. 









							
				
		  	7.	  	With respect to Tower Unsold Units and as to which ninety (90) days have elapsed from the Tower Completion Date, 50% of the Tower Unit Costs incurred by a Loan Party with respect
thereto3	  	$            
				
		  	8.	  	65% of the aggregate GAAP Value of Developed Lots and Lots Under Development	  	$            
				
		  	9.	  	50% of the aggregate GAAP Value of Land Held for Future Development4	  	$            
				
		  	10.	  	100% of Unrestricted Cash minus Total Outstandings	  	$            
				
		  	11.	  	Total Borrowing Base (Lines I.A.1+2+3+4+5+6+7+8+9+10)56	  	$            


B. Borrowing Base Indebtedness. The following figures are as of the Statement Date: 

 

							
		  	1.	  	The aggregate principal amount of indebtedness for borrowed money (including, without limitation, the Senior Notes)	  	$            
				
		  	2.	  	Letter of Credit Usage with respect to Financial Letters of Credit that are not Cash Collateralized or Letter of Credit Collateralized (computed as if all Financial Letters of Credit were Letters of Credit issued under the
Agreement)	  	$            
				
		  	3.	  	Total Borrowing Base Indebtedness (Lines I.B.1+2) 7	  	$            

  
  

	3 	Such Tower Unsold Units shall be excluded from computation in the Borrowing Base on and after that date which is one hundred and eighty (180) days from the Tower Completion Date for such Tower Units. 


	4 	Line I.A.9 shall not exceed 45% of the amount in Line I.A.11. The value of (i) any unentitled land or land under option and (ii) the assets securing the loans under the Stonegate Agreement, in each case, shall not be
included in the Borrowing Base. 


	5 	In no event shall the percentage of the Borrowing Base attributable to (i) all Tower Construction Projects under Lines I.A.5, I.A.6 and I.A.7 exceed (x) 20% of the Borrowing Base, if the Consolidated Leverage Ratio,
calculated on a pro forma basis with any Loan, Letter of Credit or other Borrowing Base Indebtedness deemed to be incurred as of the end of the most recent Fiscal Quarter for which financial statements have been delivered (or were required to have
been delivered) pursuant to Section 7.1(a) or (b) (or, to the extent more recent, the last fiscal month for which internal financial statements are available), is less than 0.30 to 1.00 and (y) 15% of the Borrowing Base, otherwise, and (ii) any
single Tower Construction Project under Lines I.A.5, I.A.6 and I.A.7 exceed 10% of the Borrowing Base. 


	6 	Prior to the commencement of any Tower Construction Project, the value of any land designated for such Tower Construction Project shall, to the extent constituting Land Held For Future Development under the Credit
Agreement, be included in the Borrowing Base under Line I.A.9. From and after the commencement of a Tower Construction Project, the value of the land upon which such Tower Construction Project has commenced shall no longer be included in the
Borrowing Base pursuant to Line I.A.9, but instead, subject to the requirements set forth in Section 2.8(c) of the Credit Agreement, the components of such Tower Construction Project shall be included under Lines I.A.5, I.A.6 and I.A.7, as
applicable. 


	7 	Line I.B.3 shall not include (i) any Non-Recourse Indebtedness, (ii) the outstanding principal amount of any Subordinated Obligations or (iii) all letters of credit issued under the Stonegate Agreement.









 C. Borrowing Base Surplus/(Deficit) at the Statement Date. 

 

					
	1.	  	(Line I.A.11 minus Line I.B.3)	  	$            

 D. Commitment less Total Outstandings. 

 

					
			
	1.	  	Commitment	  	$            
			
	2.	  	Total Outstandings	  	$            
			
	3.	  	(Line I.D.1 minus Line I.D.2)	  	$            

 E. Borrowing Base Availability. The Borrowing Base Availability shall be the lesser of Line
I.C.1 and Line I.D.3. 
  

							
	1.	  	 Borrowing Base Availability at the Statement Date
	  	 	$            	  

 [The undersigned further certifies, as of the date hereof, that each of the requirements for inclusion Lines
I.A.5, I.A.6 and/or I.A.7 above in the Borrowing Base set forth in Section 2.8(c) of the Credit Agreement is true and correct.]8 

 

	8 	To be included in the Borrowing Base Certificate if amounts under Line I.A.5, I.A.6 and I.A.7 are to be included in the calculation of the Borrowing Base for the applicable period. 








 IN WITNESS WHEREOF, the undersigned has executed this Borrowing Base Certificate as of
            , 20[    ]. 
  

	
	 WCI COMMUNITIES, INC.,

a Delaware corporation

	
	  

	
	  

	[Printed Name and Title]









 EXHIBIT C 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:             ,
         
  

	To:	Citibank, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Revolving Credit Agreement, dated as of February 9, 2016 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among WCI COMMUNITIES, INC., a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and
Citibank, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the meanings given to them in the Agreement. 

The undersigned Senior Officer hereby certifies as of the date hereof that he/she is the
                                         of the
Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that: 

[Use following paragraph 1 for fiscal year-end financial statements] 

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 7.1(b) of the Agreement for the Fiscal Year
of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 

[Use following paragraph 1 for fiscal quarter-end financial statements] 

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.1(a) of the Agreement for the
Fiscal Quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Restricted Subsidiaries in accordance with Generally
Accepted Accounting Principles as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 
 2.
Attached hereto as Schedule 2 is a backlog report which is true and correct in all material respects and which summarizes the Borrower’s backlog as of the Fiscal Quarter of the Borrower ended as of the above date. 

[select one.] 
 3. [To the best knowledge
of the undersigned as of the date hereof, there is no Default or Event of Default.] 
 [or] 

[The following is a list of each Default or Event of Default as of the date hereof and the nature and status of each such Default or Event of
Default:] 
 4. To the actual knowledge of the undersigned, 

[select one:] 







 [no event or circumstance constituting a Material Adverse Effect (other than a Material Adverse Effect which is
not particular to the Borrower and which is generally known) has occurred since the date of the most recent Compliance Certificate delivered under Section 7.2 of the Agreement.] 

[or] 
 [the following is a list of each
Material Adverse Effect (describing in reasonable detail the nature and status thereof) which has occurred since the date of the most recent Compliance Certificate delivered under Section 7.2 of the Agreement.] 

5. The financial covenant analyses and information set forth on Schedule 3 attached hereto are true and accurate on and as of the date of this
Compliance Certificate. 
 6. The computation of the Borrowing Base Availability set forth on Schedule 4 attached hereto is true and accurate on and
as of the date of this Compliance Certificate. 
 [Use the following paragraph 7 if there has been any change to the listing of
Subsidiaries] 
 7. [Attached hereto as Schedule 5 is a report of each change, as of the last day of such Fiscal Quarter, in the listing of
Subsidiaries set forth in Schedule 4.4 (as the same may have been revised by previous Compliance Certificates), including changes in Guarantor Subsidiaries]. 

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of
            ,         . 
  

			
	WCI COMMUNITIES, INC., a Delaware corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  











 For the Quarter/Year ended
                     (“Statement Date”) 
  

 SCHEDULE 1 

to the Compliance Certificate 

Financial Statements 

  
 Schedule 1 









 For the Quarter/Year ended
                     (“Statement Date”) 
  

 SCHEDULE 2 

to the Compliance Certificate 

Backlog Report 
 WCI COMMUNITIES, INC. TO
INSERT REPORT 

  
 Schedule 2 









 For the Quarter/Year ended
                     (“Statement Date”) 
  

 SCHEDULE 3 

to the Compliance Certificate 

Financial Covenant Analyses and Information 

WCI COMMUNITIES, INC. TO PREPARE SPREADSHEET WITH LINE ITEM CALCULATIONS OF THE FOLLOWING 

 

	I.	Section 6.9 – Consolidated Tangible Net Worth. 

  

	II.	Section 6.10 – Consolidated Leverage Ratio. 

  

	III.	Section 6.11 – Consolidated Interest Coverage Ratio or Minimum Liquidity. 

  

	IV.	Section 6.14 – Investment in Subsidiaries and Joint Ventures. 


  
 Schedule 3 









 For the Quarter/Year ended
                     (“Statement Date”) 
  

 SCHEDULE 4 

to the Compliance Certificate 

Borrowing Base Availability 
 WCI COMMUNITIES,
INC. TO PREPARE SPREADSHEET WITH LINE ITEM CALCULATIONS OF THE FOLLOWING 
  

	I.	Borrowing Base Availability 


  
 Schedule 4 









 For the Quarter/Year ended
                     (“Statement Date”) 
  

 SCHEDULE 5 

to the Compliance Certificate 

List of Subsidiaries 

  
 Schedule 5 








 EXHIBIT D 

FORM OF LOAN NOTICE 

Date:             ,          

 

	To:	Citibank, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Revolving Credit Agreement, dated as of February 9, 2016 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”), among WCI COMMUNITIES, INC., a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and
Citibank, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the meanings given to them in the Agreement. 

The undersigned hereby requests (select one): 

 ̈  An
Advance                                        
 ̈  A conversion or continuation of Loans 
  

	 	1.	On                                    
    (a Business Day). 

  

	 	2.	In the amount of $        . 

  

	 	3.	Comprised of                     


[Type of Loan requested] 
  

	 	4.	For Eurodollar Rate Loans: with an Interest Period of        . 


The Advances requested herein comply with the proviso to the first sentence of Section 2.1(a) of the Agreement. 

In connection with the requested Advance, the undersigned certifies that the conditions precedent to the making of such Advance, as set forth
in Section 8.2 [and Section 8.4]1 of the Agreement, have been satisfied. 
  

			
	WCI COMMUNITIES, INC., a Delaware corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

	1 	Include only for Advances made on the Restatement Date. 








 EXHIBIT E 

NOTE 

$         

            
    ,         
 New York, New York 

FOR VALUE RECEIVED, the undersigned promises to pay to the order
of                    (the “Bank”) the principal amount
of                    DOLLARS ($        ), or such lesser aggregate amount of Advances as may be made
pursuant to the Bank’s Pro Rata Share of the Commitment under the Loan Agreement hereinafter described, payable as hereinafter set forth. The undersigned promises to pay interest on the principal amount of each Advance made hereunder and
remaining unpaid from time to time from the date of each Advance until the date of payment in full, payable as hereinafter set forth. 

Reference is made to the Amended and Restated Revolving Credit Agreement dated as of February 9, 2016, among the undersigned, as Borrower, the
Banks from time to time party thereto, and Citibank, N.A., as Administrative Agent (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”). Terms defined in the Loan
Agreement and not otherwise defined herein are used herein with the meanings defined for those terms in the Loan Agreement. This is one of the Notes referred to in the Loan Agreement, and any holder hereof is entitled to all of the rights, remedies,
benefits and privileges provided for in the Loan Agreement as originally executed or as it may from time to time be supplemented, modified, amended, renewed, extended or supplanted. The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events upon the terms and conditions therein specified. 
 The
principal indebtedness evidenced by this Note shall be payable as provided in the Loan Agreement and in any event on the Maturity Date. 

Interest shall be payable on the outstanding daily unpaid principal amount of each Advance hereunder from the date thereof until payment in
full and shall accrue and be payable at the rates and on the dates set forth in the Loan Agreement to the fullest extent permitted by applicable Law, before and after default, before and after maturity, before and after any judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest to bear interest at the rate set forth in Section 3.7 of the Loan Agreement. 

The amount of each payment hereunder shall be made to the Administrative Agent at the Administrative Agent’s Office, for the account of
the Bank, in lawful money of the United States of America, without deduction, offset or counterclaim and in immediately available funds on the day of payment (which must be a Business Day). All payments of principal received after 1:00 p.m., New
York time, on any Business Day, shall be deemed received on the next succeeding Business Day for purposes of calculating interest thereon. The Bank shall use its best efforts to keep a record of the Advances made by it (which record may be in
electronic or other intangible form) and payments of principal with respect to this Note, and such record shall be presumptive evidence of the principal amount owing under this Note; provided that failure to keep such record shall in no way
affect the Obligations of the Borrower. 
 The undersigned hereby waives protest, presentment, notice of dishonor, demand and any other
notice of any kind, to the fullest extent permitted by applicable Laws. 







 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). This Note shall be
subject to the provisions of Sections 11.18 and 11.22 of the Loan Agreement as if such sections were set forth herein, mutatis mutandis, and the provisions of such sections are incorporated by reference herein. 

 

			
	WCI COMMUNITIES, INC., a Delaware corporation
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 ADVANCES AND PAYMENTS OF PRINCIPAL 

(Base Rate Loans) 
  

									
	 Date
	  	Amount of Loan or of
Redesignation From
Another Type of Loan	  	Amount of Principal Paid or
Redesignated Into Another
Type of Loan	  	Unpaid Principal
Balance	  	Notation
Made by
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	








 ADVANCES AND PAYMENTS OF PRINCIPAL 

(Eurodollar Rate Loans) 
  

									
	 Date
	  	Amount of Loan or of
Redesignation From
Another Type of Loan	  	Amount of Principal Paid or
Redesignated Into Another
Type of Loan	  	Unpaid Principal
Balance	  	Notation
Made by
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	








 EXHIBIT F-1 

OPINION OF COUNSEL 
 LATHAM
& WATKINS LLP 
 [Attached.] 







 

	
	




	
	February 9, 2016
	
	The lenders listed on Schedule A hereto
	
	 and

	
	Citibank, N.A., as agent for the lenders listed on Schedule A
	
	 hereto

	
	390 Greenwich Street
	
	New York, New York 10013





					
		 	 53rd at Third
 885 Third
Avenue
 New York, New York 10022-4834

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com
  

FIRM / AFFILIATE OFFICES

		 	Abu Dhabi	  	Milan
		 	Barcelona	  	Moscow
		 	Beijing	  	Munich
		 	Boston	  	New Jersey
		 	Brussels	  	New York
		 	Century City	  	Orange County
		 	Chicago	  	Paris
		 	Dubai	  	Riyadh
		 	Düsseldorf	  	Rome
		 	Frankfurt	  	San Diego
		 	Hamburg	  	San Francisco
		 	Hong Kong	  	Shanghai
		 	Houston	  	Silicon Valley
		 	London	  	Singapore
		 	Los Angeles	  	Tokyo
		 	Madrid	  	Washington, D.C.

 
 

  

	 	Re:	WCI Communities, Inc. $115 Million Amended and Restated Revolving Credit Agreement 

 Ladies and
Gentlemen: 
 We have acted as special counsel to (i) WCI Communities, Inc., a Delaware corporation (the “Borrower”), (ii)
WCI Towers Northeast USA, Inc., a Delaware corporation, (iii) Watermark Realty, Inc., a Delaware corporation, (iv) Pelican Landing Golf Resort Ventures, Inc., a Delaware corporation (the entities in clauses (ii) through (iv) referred to collectively
herein as the “Delaware Corporate Guarantors”), (v) WCI Communities, LLC, a Delaware limited liability company, (vi) WCI Communities Management, LLC, a Delaware limited liability company, (vii) Spectrum Eastport, LLC, a Delaware
limited liability company, (viii) WCI Communities Rivington, LLC, a Delaware limited liability company (the entities in clauses (v) through (viii) referred to collectively herein as the “Delaware LLC Guarantors”, and together with
the Delaware Corporate Guarantors, the “Delaware Guarantors”; the Delaware Guarantors and the Borrower, collectively, the “Delaware Entities”), (ix) Watermark Realty Referral, Inc., a Florida corporation, and (x)
WCI Realty, Inc., a Florida corporation (the entities in clauses (ix) and (x) referred to collectively herein as the “Florida Guarantors”, and together with the Delaware Guarantors, the “Guarantors”; the Guarantors
and the Borrower, collectively, the “Credit Parties”), in connection with: (a) the Amended and Restated Revolving Credit 








 February 9, 2016 

Page 2 
  
 



 
  

 Agreement dated as of February 9, 2016 (the “Credit Agreement”), among Citibank, N.A., as
administrative agent (the “Agent”), the lenders from time to time party thereto (the “Lenders”) and the Borrower and (b) the guarantee of the Credit Agreement pursuant to that certain Amended and Restated Subsidiary
Guaranty dated as of February 9, 2016 (the “Subsidiary Guaranty”) by the Guarantors party thereto. 
 This letter is
furnished pursuant to Section 8.4(a)(vi) of the Credit Agreement. Capitalized terms defined in the Credit Agreement, used herein and not otherwise defined herein shall have the meanings given them in the Credit Agreement. 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter,
except where a specified fact confirmation procedure is stated to have been performed (in which case we have with your consent performed the stated procedure). We have examined, among other things, the following: 

a. the Credit Agreement; 
 b.
the Subsidiary Guaranty; 
 c. the Note, dated as of February 9, 2016, by the Borrower to Texas Capital Bank; 

d. the certificate of incorporation and bylaws of the Borrower and each of the Delaware Corporate Guarantors, each of which, with your
consent, we have assumed is (i) a valid and binding agreement of the parties thereto, enforceable in accordance with the plain meaning of its terms, (ii) in full force and effect, and (iii) the entire agreement of the parties pertaining to the
subject matter thereof (collectively, the “Delaware Corporate Governing Documents”); 
 e. the certificate of formation of
each of the Delaware LLC Guarantors and the limited liability company agreements or operating agreement identified on Schedule B hereto of each of the Delaware LLC Guarantors, each of which, with your consent, we have assumed is (i) a valid and
binding agreement of the parties thereto, enforceable in accordance with the plain meaning of its terms, (ii) in full force and effect, and (iii) the entire agreement of the parties pertaining to the subject matter thereof (collectively, the
“Delaware LLC Governing Documents” and, together with the Delaware Corporate Governing Documents, the “Governing Documents”); 








 February 9, 2016 

Page 3 
  
 



 
  

 f. the agreements and instruments listed on Schedule C hereto (the “Specified
Agreements”); and 
 g. such other documents as we deemed necessary or appropriate as a basis for the opinions set forth below.

 The documents described in subsections (a) through (c) above are referred to herein collectively as the “Loan
Documents.” 
 Except as otherwise stated herein, as to factual matters we have, with your consent, relied upon the foregoing and
upon oral and written statements and representations of officers and other representatives of the Credit Parties and others, including the representations and warranties of the Credit Parties in the Loan Documents. We have not independently
verified such factual matters. 
 In our examination, we have assumed the genuineness of all signatures, including any endorsements, the
legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies and
the authenticity of the originals of such copies. 
 We are opining as to the effect on the subject transaction only of the federal laws of
the United States and the internal laws of the State of New York, and in paragraphs 1, 2, 3 and 4 of this letter, the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the
“DLLCA”), as applicable, and we express no opinion with respect to the applicability to the opinions expressed herein, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as
to any matters of municipal law or the laws of any local agencies within any state. 








 February 9, 2016 

Page 4 
  
 



 
  

 Except as otherwise stated herein, our opinions herein are based upon our consideration of
only those statutes, rules and regulations which, in our experience, are normally applicable to borrowers and guarantors in unsecured loan transactions. We express no opinion as to any state or federal laws or regulations applicable to the
subject transactions because of the legal or regulatory status of any parties to the Loan Documents or the legal or regulatory status of any of their affiliates. Various issues pertaining to Florida law and the Florida Guarantors are addressed
in the opinion of Vivien N. Hastings, General Counsel of the Borrower, separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions
expressed herein, we have, with your consent, assumed such matters. 
 Subject to the foregoing and the other matters set forth herein, we
express the following opinions or confirmations as of the date hereof: 
 1. The Borrower and each of the Delaware Corporate Guarantors is a
corporation under the DGCL with corporate power and authority to enter into the Loan Documents to which it is a party and perform its obligations thereunder. Each of the Delaware LLC
Guarantors is a limited liability company under the DLLCA, with limited liability company power and authority to enter into the Loan Documents to which it is a party and perform its obligations thereunder. With your consent, based solely on
certificates from public officials, we confirm that each of the Delaware Entities is validly existing and in good standing under the laws of the State of Delaware, and the following Delaware Entities are qualified to do business in the State of
Florida: (i) WCI Communities, Inc., (ii) WCI Communities, LLC, (iii) WCI Communities Management, LLC, (iv) Watermark Realty, Inc., and (v) Pelican Landing Golf Resort Ventures, Inc. 

2. The execution, delivery and performance of the Credit Agreement by the Borrower has been duly authorized by all necessary corporate action,
and the Credit Agreement has been duly executed and delivered by the Borrower, and is the legally valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 








 February 9, 2016 

Page 5 
  
 



 
  

 3. The execution, delivery and performance of the Subsidiary Guaranty by each of the Delaware
Corporate Guarantors has been duly authorized by all necessary corporate action, has been duly executed and delivered by each of the Delaware Corporate Guarantors and is the legally valid and binding obligation of each of the Delaware Corporate
Guarantors, enforceable against each of the Delaware Corporate Guarantors in accordance with its terms. 
 4. The execution, delivery and
performance of the Subsidiary Guaranty by each of the Delaware LLC Guarantors has been duly authorized by all necessary limited liability company action, has been duly executed and delivered by each of the Delaware LLC Guarantors and is the legally
valid and binding obligation of each of the Delaware LLC Guarantors, enforceable against each of the Delaware LLC Guarantors in accordance with its terms. 

5. Assuming the execution, delivery and performance of the Subsidiary Guaranty by each of the Florida Guarantors has been duly authorized by
all necessary corporate action, and assuming the Subsidiary Guaranty has been duly executed and delivered by each of the Florida Guarantors, then the Subsidiary Guaranty is the legally valid and binding obligation of each of the Florida Guarantors,
enforceable against each of the Florida Guarantors in accordance with its terms. 
 6. The execution and delivery of the Loan Documents by
the Credit Parties that are party thereto, and the borrowing of the loan by the Borrower and the provision of the guarantee by the Guarantors pursuant to the Loan Documents, do not on the date hereof: 

(i) solely with respect to each Delaware Entity, violate the provisions of the Governing Documents of such Delaware Entity; 

(ii) result in a breach of or a default under any of the Specified Agreements; 

(iii) violate any federal or New York statute, rule, or regulation applicable to such Credit Party (including, without limitation, Regulation
U of the Board of Governors of the Federal Reserve System, assuming the Borrower complies with the provisions of the Loan Documents relating to the use of proceeds) or with respect to the Delaware Entities, violate the DGCL or DLLCA, as applicable; or 
 (iv) require any consents, approvals, or authorizations to be obtained by such Credit
Party from, or any registrations, declarations or filings to be made by such Credit Party with, any governmental authority under any federal or New York statute, rule or regulation applicable to such Credit Party, or, with respect to the Delaware
Entities, the DGCL or DLLCA, as applicable, except those consents, approvals, authorizations, registrations, declarations and filings that have been obtained or made on or prior to the date hereof. 








 February 9, 2016 

Page 6 
  
 



 
  

 7. None of the Credit Parties is required to be registered as an “investment
company” within the meaning of the Investment Company Act of 1940, as amended. 
 We do not express any opinion with respect to the
creation, validity, attachment, perfection or priority of any security interest or lien or the effectiveness of any sale or other conveyance or transfer of real or personal property. 

The opinions above do not include any opinions with respect to compliance with laws relating to permissible rates of interest. 

Our opinions are subject to: 

a. the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or
affecting the rights or remedies of creditors; 
 b. the effects of general principles of equity, whether considered in a proceeding in
equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith, fair dealing and the discretion of the court before which a proceeding is brought; and 

c. the invalidity under certain circumstances under law or court decisions of provisions for the indemnification or exculpation of or
contribution to a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy. 

We express no opinion with respect to (i) consents to, or restrictions upon, governing law, jurisdiction, venue, service of process,
arbitration, remedies or judicial relief; (ii) advance 








 February 9, 2016 

Page 7 
  
 



 
  

 
waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights;
(iii) waivers of broadly or vaguely stated rights; (iv) covenants not to compete; (v) provisions for exclusivity, election or cumulation of rights or remedies; (vi) provisions authorizing or validating conclusive or discretionary determinations;
(vii) grants of setoff rights; (viii) provisions to the effect that a guarantor is liable as a primary obligor and not as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification
constitutes a novation; (ix) provisions for the payment of attorneys’ fees where such payment is contrary to law or public policy; (x) proxies, powers and trusts; (xi) provisions prohibiting, restricting, or requiring consent to assignment or
transfer of any agreement, right or property; (xii) provisions for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to
constitute a penalty; (xiii) provisions permitting, upon acceleration of any indebtedness, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (xiv) any
“swap” (as such term is defined in the Commodity Exchange Act), including any guarantee thereof, by any Loan Party which is not an “eligible contract participant” (as such term is defined in the Commodity Exchange Act) or any
provisions of any Loan Documents that purport to share the proceeds of any guarantee or collateral provided by any Loan Party that is not an eligible contract participant with the provider of any such swap or the effect of such sharing provisions on
opinions expressed herein; (xv) any provision of the Loan Documents that refers to, incorporates or is based upon the law of any jurisdiction other than the State of New York or the United States; and (xvi) the severability, if invalid, of
provisions to the foregoing effect. 
 We express no opinion or confirmation as to federal or state securities laws, tax laws, antitrust or
trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, environmental laws, margin regulations (other than as set forth in paragraph
6(iii) of this letter), laws and regulations relating to commodities trading, futures and swaps; Financial Industry Regulatory Authority rules; National Futures Association rules; or the rules of any stock exchange, clearing organization, designated
contract market or other regulated entity for trading, 








 February 9, 2016 

Page 8 
  
 



 
  

 
processing, clearing or reporting transactions in securities, commodities, futures or swaps, export control, anti-money laundering and anti-terrorism laws (without limiting other laws or rules
excluded by customary practice). 
 We have assumed that any conditions to the effectiveness of the Loan Documents have been satisfied or
waived. 
 Our opinions expressed herein with respect to the Loan Documents address only the express terms of such documents (excluding any
provisions incorporating any document or agreement, or the provisions of any other document or agreement, that is not a Loan Document, by reference) and not any other document or agreement, or the provisions of such other document or agreement,
incorporated therein or made a part thereof by reference. 
 Insofar as our opinions require interpretation of the Governing Documents and
the Specified Agreements, with your consent, (i) we have assumed that all courts of competent jurisdiction would enforce such agreements in accordance with their plain meaning, (ii) to the extent that any questions of legality or legal construction
have arisen in connection with our review, we have applied the laws of New York in resolving such questions, although certain of the Governing Documents and Specified Agreements may be governed by other laws which differ from New York law, (iii) we
express no opinion with respect to a breach or default under any Specified Agreement that would occur only upon the happening of a contingency and (iv) we express no opinion with respect to any
matters which require the performance of a mathematical calculation or the making of a financial or accounting determination. 
 With your
consent, we have assumed (a) that the Loan Documents have been duly authorized, executed and delivered by the parties thereto (other than the Delaware Entities), (b) the genuineness of all signatures and the legal capacity of all natural persons,
(c) that the Loan Documents constitute legally valid and binding obligations of the parties thereto (other than the Credit Parties), enforceable against each of them in accordance with their respective terms, and (d) that the status of the Loan
Documents as legally valid and binding obligations of the parties (other than the Credit Parties) is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or
governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.  








 February 9, 2016 

Page 9 
  
 



 
  

 This letter is furnished only to you and is solely for your benefit in connection with the
transactions referenced in the first paragraph. This letter may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to or relied upon by any other person, firm or entity for any purpose, without our prior
written consent, which may be granted or withheld in our discretion. At your request, we hereby consent to reliance hereon by any future assignee of your interest in the loans under the Credit Agreement pursuant to an assignment that is made and
consented to in accordance with the express provisions of Section 11.8 of the Credit Agreement, on the condition and understanding that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this
letter, to consider its applicability or correctness to other than its addressees, or to take into account changes in law, facts or any other developments of which we may later become aware, and (iii) any such reliance by a future assignee must be
actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably knowable by the assignee at such time. 

 

	
	 Very truly yours,










 February 9, 2016 

Page 10 
  
 



 
  

 Schedule A 

Lenders 
 Citibank, N.A. 

Bank of America, N.A. 
 Credit Suisse AG, Cayman Island Branch

 Texas Capital Bank, N.A. 








 February 9, 2016 

Page 11 
  
 



 
  

 Schedule B 

Delaware LLC Governing Documents 
  

							
	 	  	 Entity
	  	 Governing

Document
	  	 Limited Liability Company

Agreements

	1.	  	WCI Communities, LLC	  	 Certificate of

Formation
	  	Amended and Restated Limited Liability Company Agreement, dated August 14, 2009
				
	2.	  	WCI Communities Management, LLC	  	 Certificate of

Formation
	  	Amended and Restated Limited Liability Company Agreement, dated August 14, 2009
				
	3.	  	Spectrum Eastport, LLC	  	 Certificate of

Formation
	  	Operating Agreement, dated April 2003
				
	4.	  	WCI Communities, Rivington, LLC	  	 Certificate of

Formation
	  	Limited Liability Company Agreement, dated August 19, 2009









 February 9, 2016 

Page 12 
  

 Schedule C 

Specified Agreements 
  

	1.	Indenture, dated August 7, 2013, by and between WCI Communities, Inc., the Guarantors and Wilmington Trust, N.A., as amended, restated, supplemented or otherwise modified from time to time as of the date hereof.


  

	2.	Loan Agreement, dated February 28, 2013, by and between Stonegate Bank, WCI Communities, Inc. and WCI Communities, LLC, as amended, restated, supplemented or otherwise modified from time to time as of the date hereof.









 EXHIBIT F-2 

OPINION OF COUNSEL 

GENERAL COUNSEL TO THE LOAN PARTIES 

[Attached.] 







 



 
 February 9, 2016 
 The
Lenders listed on 
 Schedule A hereto and 
 Citibank, N.A.,
as Administrative Agent to the Lenders 
 390 Greenwich Street 

New York, New York 10013 
 Ladies and Gentlemen: 

This opinion is provided to you pursuant to Section 8.4(a)(vi) of the Amended and Restated Revolving Credit Agreement, dated February
    , 2016 (the “Credit Agreement”) among WCI Communities, Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and Citibank,
N.A., as administrative agent and the guarantee of the Credit Agreement (the “Subsidiary Guaranty”) by Watermark Realty Referral, Inc. and WCI Realty, Inc. (collectively, the
“Florida Guarantors”) and the other guarantors party thereto. 
 I am General Counsel of the Borrower and have acted
as counsel to the Borrower in connection with the borrowing of the loan pursuant to the Loan Documents (defined below) by the Borrower. In connection with the opinions expressed below, I have examined the following: 

 

	 	(a)	the Credit Agreement; 

  

	 	(b)	the Subsidiary Guaranty; 

  

	 	(c)	the certificate of incorporation and bylaws of each of the Florida Guarantors (collectively, the “Governing Documents”), and certain resolutions applicable to the subject transactions adopted by
the board of directors of each of the Florida Guarantors; and 

  

	 	(d)	such other documents as I have deemed appropriate for purposes of the opinions expressed below. 


The documents described in subsections (a) and (b) above are referred to herein collectively as the “Loan Documents.”
Based on the foregoing, and subject to the qualifications and limitations set forth herein, I am of the opinion that: 
 (1) Each of the
Florida Guarantors has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Florida, with corporate power and authority to enter into the Loan Documents to which it is a party and
perform its obligations thereunder. 

  
 1 








 (2) The execution, delivery and performance of the Subsidiary Guaranty by each of the
Florida Guarantors has been duly authorized by all necessary corporate action, has been duly executed and delivered by the each of Florida Guarantors and is the legally valid and binding obligation of each of the Florida Guarantors,
enforceable against each of the Florida Guarantors in accordance with its terms. 
 (3) The execution and delivery of the Subsidiary
Guaranty by the Florida Guarantors, do not on the date hereof: 
  

	 	(i)	violate the provisions of the Governing Documents of such Florida Guarantor; 

  

	 	(ii)	violate any federal or Florida statute, rule, or regulation applicable to such Florida Guarantor; 

  

	 	(iii)	require any consents, approvals or authorizations to be obtained by such Florida Guarantor from, or any registrations, declarations or filings to be made by such Florida Guarantor with, any governmental
authority under any federal or Florida statute, rule or regulation applicable to such Florida Guarantor except those consents, approvals, authorizations, registrations, declarations and filings that have been obtained or made on or
prior to the date hereof. 

 (4) There is no pending or, to my knowledge, threatened action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower or any of its Subsidiaries or its or their property, except for such proceedings that, if the subject of an unfavorable
decision, ruling or finding would not singly or in the aggregate, have a Material Adverse Effect (as defined in the Credit Agreement). 

I am an active member in good standing of the Bar of the State of Florida. In rendering the foregoing opinions, I am (A) relying in
respect of matters of fact upon certificates of officers and employees of the Borrower and the Florida Guarantors and upon information obtained from public officials, (B) assuming that all documents submitted to me as originals are
authentic, that all copies submitted to me conform to the originals thereof, and that the signatures on all documents examined by me are genuine, (C) limiting these opinions to federal laws and the laws of the State of Florida and (D)
expressing no opinion with respect to state or local taxes or tax statutes. 
 The foregoing opinions are also subject to: (A) the
effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; and (B) the effect of general principles of equity, whether
considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a
proceeding is brought. 

  
 2 








 This opinion is limited to the matters expressly stated herein and no opinions are to
be inferred or implied beyond the opinions expressly so stated. 
 This opinion is given as of the date hereof and I undertake no
obligation to revise or update this opinion subsequent to the date hereof if I become aware after the date of this opinion of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed
above. This letter is furnished only to you and is solely for your benefit in connection with the transactions referenced in the first paragraph. This letter may not be relied upon by you for any other purpose, or furnished to,
assigned to, quoted to or relied upon by any other person, firm or entity for any purpose, without our prior written consent, which may be granted or withheld in our discretion. 

Very truly yours, 

  
 3 








 Schedule A 

Lenders 
 Citibank, N.A. 

Bank of America, N.A. 
 Credit Suisse AG, Cayman Islands Branch

 Texas Capital Bank, N.A. 

  
 4 








 EXHIBIT G 

[RESERVED] 







 EXHIBIT H-1 

U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Amended and Restated Revolving Credit Agreement dated as of February 9, 2016 by and among WCI COMMUNITIES,
INC., a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and CITIBANK, N.A., as the Administrative Agent (as therein defined) (as the same may be modified, amended or restated from time to time, the
“Credit Agreement”). 
 Pursuant to the provisions of Section 3.10(e)(1) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in
Section 881(c)(3)(C) of the Internal Revenue Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with a
certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the
Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

		 	Name:
		 	Title:
		
	Date:	 	                 , 2016








 EXHIBIT H-2 

U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Amended and Restated Revolving Credit Agreement dated as of February 9, 2016 by and among WCI COMMUNITIES,
INC., a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and CITIBANK, N.A., as the Administrative Agent (as therein defined) (as the same may be modified, amended or restated from time to time, the
“Credit Agreement”). 
 Pursuant to the provisions of Section 3.10(e)(1) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a
ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue
Code. 
 The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or
W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

		 	Name:
		 	Title:
		
	Date:	 	                 , 2016








 EXHIBIT H-3 

U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Amended and Restated Revolving Credit Agreement dated as of February 9, 2016, by and among WCI COMMUNITIES,
INC., a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and CITIBANK, N.A., as the Administrative Agent (as therein defined) (as the same may be modified, amended or restated from time to time, the
“Credit Agreement”). 
 Pursuant to the provisions of Section 3.10(e)(1) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such
participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect
partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. 

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its
partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is
claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall
have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

		 	Name:
		 	Title:
		
	Date:	 	                 , 2016








 EXHIBIT H-4 

U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Amended and Restated Revolving Credit Agreement dated as of February 9, 2016 by and among WCI COMMUNITIES,
INC., a Delaware corporation (the “Borrower”), the Banks from time to time party thereto, and CITIBANK, N.A., as the Administrative Agent (as therein defined) (as the same may be modified, amended or restated from time to time, the
“Credit Agreement”). 
 Pursuant to the provisions of Section 3.10(e)(1) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a
bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten
percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section
881(c)(3)(C) of the Internal Revenue Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY
accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of
such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

		 	Name:
		 	Title:
		
	Date:	 	                 , 2016








 EXHIBIT I 

FORM OF SOLVENCY CERTIFICATE 

February 9, 2016 
 This Solvency
Certificate is being executed and delivered pursuant to Section 8.4(a)(iv) of the Amended and Restated Revolving Credit Agreement, dated as of the date hereof (the “Credit Agreement”; terms defined therein being used herein
as defined therein) among WCI Communities, Inc., a Delaware corporation, as Borrower (the “Borrower”), the other Guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, and each Bank from time to time
party thereto. 
 I, Russell Devendorf, the Chief Financial Officer of the Borrower, solely in such capacity and not in an individual
capacity, hereby certify that I am the Chief Financial Officer of the Borrower and that I am familiar with the businesses and assets of the Borrower and its Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I
have deemed appropriate and I am duly authorized to execute this certificate (this “Solvency Certificate”) on behalf of the Borrower pursuant to the Credit Agreement. 

I further certify, solely in my capacity as Chief Financial Officer of the Borrower, and not in my individual capacity, as of the date hereof
and after giving effect to the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement on the date hereof, if any, that, (i) the sum of the debt (including contingent liabilities) of the Borrower
and its Restricted Subsidiaries, taken as a whole, does not exceed the present fair saleable value (on a going concern basis) of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; (ii) the capital of the Borrower and
its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, contemplated as of the date hereof; and (iii) the Borrower and its
Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature in the ordinary course of business. For the purposes hereof,
the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured
liability (irrespective of whether such contingent liabilities meet the criteria for accrual under FASB Accounting Standards Codification (ASC) Topic 450, “Contingencies”). 

[Signature Page Follows] 







 IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

  

					
	 WCI COMMUNITIES, INC.

		
	By:	 	  

			
		 	Name:	 	Russell Devendorf
		 	Title:	 	Chief Financial Officer









 SCHEDULE 1.1 

PRO RATA SHARES 
  

									
	 Bank
	  	Pro Rata Share	 	 	Pro Rata Share
of Commitment	 
	 Citibank, N.A.
	  	 	30.434782609	% 	 	$	35,000,000	  
	 Bank of America, N.A.
	  	 	30.434782609	% 	 	$	35,000,000	  
	 Credit Suisse AG, Cayman Islands Branch
	  	 	26.086956522	% 	 	$	30,000,000	  
	 Texas Capital Bank, N.A.
	  	 	13.043478261	% 	 	$	15,000,000	  
		  	  
	  
	 	 	  
	  
	 
	 TOTAL
	  	 	100.000000000	% 	 	$	115,000,000.00	  
		  	  
	  
	 	 	  
	  
	 








 SCHEDULE 4.4 

SUBSIDIARIES 
  

					
	Restricted Subsidiaries:	  	WCI Communities, LLC	  	Delaware
		  	WCI Communities Management, LLC	  	Delaware
		  	WCI Towers Northeast USA, Inc.	  	Delaware
		  	Watermark Realty Referral, Inc.	  	Florida
		  	Watermark Realty, Inc.	  	Delaware
		  	WCI Realty, Inc.	  	Florida
		  	Pelican Landing Golf Resort Ventures, Inc.	  	Delaware
		  	Spectrum Eastport, LLC	  	Delaware
		  	WCI Communities Rivington, LLC	  	Delaware
		  	Pelican Landing Golf Resort Ventures Limited Partnership	  	Delaware
		  	Pelican Landing Timeshare Ventures Limited Partnership	  	Delaware
		  	Eastport Home & Land Company, LLC	  	Delaware
			
	Significant Subsidiaries:	  	WCI Communities, LLC	  	
		  	WCI Communities Management, LLC	  	
			
	Guarantor Subsidiaries:	  	WCI Communities, LLC	  	
		  	WCI Communities Management, LLC	  	
		  	WCI Towers Northeast USA, Inc.	  	
		  	Watermark Realty Referral, Inc.	  	
		  	Watermark Realty, Inc.	  	
		  	WCI Realty, Inc.	  	
		  	Pelican Landing Golf Resort Ventures, Inc.	  	
		  	Spectrum Eastport, LLC	  	
		  	WCI Communities Rivington, LLC	  	
			
	Foreign Subsidiaries:	  	None	  	
			
	Unrestricted Subsidiaries:	  	None	  	
			
	Immaterial Subsidiaries:	  	WCI Towers Northeast USA, Inc.	  	
		  	Watermark Realty Referral, Inc.	  	
		  	Watermark Realty, Inc.	  	
		  	Pelican Landing Golf Resort Ventures, Inc.	  	
		  	Spectrum Eastport, LLC	  	
		  	WCI Communities Rivington, LLC	  	
		  	Pelican Landing Golf Resort Ventures Limited Partnership	  	
		  	Pelican Landing Timeshare Ventures Limited Partnership	  	
		  	Eastport Home & Land Company, LLC	  	
			
	Mortgage Subsidiary:	  	None	  	








 SCHEDULE 6.4 

INVESTMENTS 
 Section 6.4(g)
– Investments in Restricted Subsidiaries 
 WCI Communities, LLC 

WCI Communities Management, LLC 
 WCI Towers Northeast USA, Inc.

 Watermark Realty Referral, Inc. 
 Watermark Realty, Inc.

 WCI Realty, Inc. 
 Pelican Landing Golf Resort Ventures,
Inc. 
 Spectrum Eastport, LLC 
 WCI Communities Rivington,
LLC 
 Pelican Landing Golf Resort Ventures Limited Partnership 

Pelican Landing Timeshare Ventures Limited Partnership 

Eastport Home & Land Company, LLC 
 Section 6.4 (i)
– Investments in Unrestricted Subsidiaries 
 None 







 SCHEDULE 6.7 

EXISTING LIENS 
  

	1.	Contingent liens arising under COD bonds 

 The obligation to pay principal and interest on the bonds
issued by the COD is allocated to each benefited parcel within the COD. The COD imposes liens against the property to secure the unpaid obligation. COD liens have the priority accorded them by Florida law and such liens may be foreclosed by the COD
in the manner provided by law. The bonds, including interest and redemption premiums, if any, are typically payable and secured solely from the assessments levied on the property benefited. 

COD Outstanding Bond Balance bl/lssuance as of December 31, 2015 

 

																																													
	 	 	A BOND	 	 	B BOND	 	 	LIABILITY AND OTHER	 	 	 	 
	 District/Bond
	 	A Bond Par	 	 	A Bond
Assumed	 	 	A Bond
Principal Paid	 	 	A Bond
Liability	 	 	B Bond Par	 	 	B Bond
Redeemed	 	 	B Bond
Outstanding	 	 	B Bond Cash	 	 	Ppd/Accr
Interest	 	 	Total
Liability	 	 	Total Less
Interest	 
	 Bayside
	 	 	(7,660,000	) 	 	 	6,098,029	  	 	 	1,361,442	  	 	 	(200,529	) 	 	 	(7,745,000	) 	 	 	7,745,000	  	 	 	(933	) 	 	 	(201,462	) 	 	 	(200,529	) 	 				 			
	 Pelican Preserve
	 	 	(2,630,000	) 	 	 	2,318,717	  	 	 	79,130	  	 	 	(232,153	) 	 	 	(34,950,000	) 	 	 	34,950,000	  	 	 	(705	) 	 	 	(232,858	) 	 	 	(232,153	) 	 				 			
	 Venetian
	 	 	(12,910,000	) 	 	 	10,472,325	  	 	 	1,030,000	  	 	 	(1,407,675	) 	 	 	(14,785,000	) 	 	 	14,785,000	  	 	 	(32,200	) 	 	 	(1,439,875	) 	 	 	(1,407,675	) 	 				 			
	 Heron Bay
	 	 	(3,175,000	) 	 	 	3,118,541	  	 	 	(56,459	) 	 	 	(1,243	) 	 	 	(57,702	) 	 	 	(56,459	) 	 				 				 				 				 			
	 Heron Bay North
	 	 	(6,930,000	) 	 	 	4,840,367	  	 	 	858,309	  	 	 	(1,231,324	) 	 	 	(2,165,000	) 	 	 	2,165,000	  	 	 	(9,599	) 	 	 	(1,240,923	) 	 	 	(1,231,324	) 	 				 			
	 Sarasota National
	 	 	(24,000,000	) 	 	 	2,587,997	  	 	 	905,000	  	 	 	(20,507,003	) 	 	 	34,861	  	 	 	(20,472,142	) 	 	 	(20,507,003	) 	 				 				 				 			
	 Arborwood
	 	 	(6,419,151	) 	 	 	(6,419,151	) 	 	 	(9,762,956	) 	 	 	(9,762,956	) 	 	 	345,007	  	 	 	—  	  	 	 	(15,837,099	) 	 	 	(15,837,099	) 	 				 				 			
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Total
	 	 	(63,724,151	) 	 	 	29,435,977	  	 	 	4,233,881	  	 	 	(30,054,293	) 	 	 	(69,407,956	) 	 	 	59,645,000	  	 	 	(9,762,956	) 	 	 	345,007	  	 	 	(9,818	) 	 	 	(39,482,060	) 	 	 	(39,472,242	) 
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 

  

	2.	Any liens securing obligations under the following credit facilities: 

 1) Stonegate
Agreement 







 Schedule 6.7 

Stonegate Loan Documents 
 1. Promissory
Note by and between Stonegate Bank and WCI Communities, Inc. and WCI Communities, LLC effective February 28, 2013. 
 2. Real Estate Mortgage,
Assignment, and Security Agreement effective February 28, 2013, recorded at Instrument Number 2013000050383 on March 4, 2013, in the Public Records of Lee County, Florida. 

3. Assignment and Pledge of Lien Rights dated February 28, 2013, recorded at Instrument Number 2013000050384, on March 4, 2013, in the Public Records of
Lee County, Florida. 
 4. UCC Financing Statement filed June 11, 2012, Filing Number 2012 2233411, as amended and filed on March 4, 2013, Filing
Number 2013 0943309, in the Delaware Department of State. 
 5. UCC Financing Statement recorded March 4, 2013 recorded at Instrument Number 2013000050385,
in the Public Records of Lee County, Florida. 
 6. UCC Financing Statement filed March 4, 2013, Filing Number 2013 0947243, in the Delaware Department of
State. 
 7. Security Agreement by and between Stonegate Bank and WCI Communities, Inc. and WCI Communities, LLC effective February 28, 2013. 

8. Pledge Agreement by and between Stonegate Bank and WCI Communities, Inc. and WCI Communities, LLC effective February 28, 2013. 







 Existing UCC Financing Statements 

WCI Communities, Inc., WCI Communities, LLC., & Pelican Landing Golf Resort Ventures Limited Partnership 

 

																	
	 	  	 Name
	  	 Jurisdiction
	  	 Current Secured

Party of Record
	  	 File #s
	  	 File Date
	  	 File Type
	  	 Collateral
Secured
	  	 Expiration
Date

	1.	  	WCI Communities, Inc.	  	DE – Secretary of State	  	Textron Financial Corporation	  	30674724	  	02-27-03	  	Original	  	Equipment Lease	  	02-27-08
									
		  		  		  		  	20080644490	  	02-22-08	  	Continuation	  	Equipment Lease	  	02-22-13
									
		  		  		  		  	20130634460	  	02-18-13	  	Continuation	  	Equipment Lease	  	02-18-18
									
	2.	  	WCI Communities, Inc.	  	DE – Secretary of State	  	Textron Financial Corporation	  	53073138	  	09-29-05	  	Original	  	Equipment Lease	  	09-29-10
									
		  		  		  		  	20102258543	  	6-29-10	  	Continuation	  	Equipment Lease	  	06-29-15
									
		  		  		  		  	20153076097	  	7/16/15	  	Continuation	  	Equipment Lease	  	7/16/20
									
	3.	  	WCI Communities, Inc.	  	DE – Secretary of State	  	FNF Capital, LLC	  	53317899	  	10-19-05	  	Original	  	Equipment Lease	  	10-19-10
									
		  		  		  		  	20103197567	  	09-07-10	  	Continuation	  	Equipment Lease	  	09-07-15
									
	4.	  	WCI Communities, Inc.	  	DE – Secretary of State	  	Textron Financial Corporation	  	53464527	  	11-08-05	  	Original	  	Equipment Lease	  	11-08-10
									
		  		  		  		  	02466740	  	07-15-10	  	Continuation	  	Equipment Lease	  	07-15-15
									
	5.	  	WCI Communities, Inc.	  	DE – Secretary of State	  	FNF Capital LLC	  	61082502	  	03-23-06	  	Original	  	Equipment Lease	  	03-23-11
									
		  		  		  		  	20110977440	  	03-16-11	  	Continuation	  	Equipment Lease	  	03-16-16
									
	6.	  	WCI Communities, Inc.	  	DE – Secretary of State	  	FNF Capital, LLC	  	20070755560	  	02-28-07	  	Original	  	Equipment Lease	  	02-28-12
		  		  		  		  	20120464794	  	02-06-12	  	Continuation	  	Equipment Lease	  	02-06-17









 SCHEDULE 6.7 

 


																	
	 	  	 Name
	  	 Jurisdiction
	  	 Current Secured

Party of Record
	  	 File #s
	  	 File Date
	  	 File Type
	  	 Collateral
Secured
	  	 Expiration
Date

	7.	  	WCI Communities, LLC	  	DE – Secretary of State	  	Wells Fargo Financial Leasing Inc.	  	20101846009	  	05-26-10	  	Original	  	Equipment Lease	  	05-26-15
									
		  		  		  		  	20132533793	  	07-01-13	  	Amendment	  	Restatement of Collateral	  	05-26-15
									
		  		  		  		  	20150725969	  	2/20/15	  	Continuation	  	Equipment Lease	  	2/20/20
									
		  		  		  		  	20154604251	  	10/9/15	  	Amendment	  	Restatement of Collateral	  	10/9/20
									
	15.	  	WCI Communities, LLC	  	DE- Secretary of State	  	Macrolease Corporation	  	20113345686	  	08-29-11	  	Original	  	Equipment Lease	  	08-29-16
									
		  		  		  		  	20113890475	  	10-10-11	  	Amendment	  	Equipment Lease	  	08-29-16
									
	16.	  	WCI Communities, LLC	  	DE – Secretary of State	  	Macrolease Corporation	  	20120516973	  	02-09-12	  	Original	  	Equipment Lease	  	02-09-17
									
		  		  		  		  	20121675380	  	05-01-12	  	Amendment	  	Equipment Lease	  	02-09-17
									
	17.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, Inc.	  	20121738154	  	05-04-12	  	Original	  	Equipment Lease	  	05-04-17
									
	18.	  	WCI Communities, LLC	  	DE-Secretary of State	  	TCF Equipment Finance, Inc.	  	20121905902	  	05-17-12	  	Original	  	Equipment Lease	  	05-17-17
									
		  		  		  		  	20122462333	  	06-26-12	  	Amendment	  	Equipment Lease	  	06-26-17
									
	19.	  	WCI Communities, LLC	  	DE-Secretary of State	  	TCF Equipment Finance, Inc.	  	20122018846	  	05-24-12	  	Original	  	Equipment Lease	  	05-24-17
									
	20.	  	WCI Communities, LLC	  	DE-Secretary of State	  	TCF Equipment Finance, Inc.	  	20122672089	  	07-11-12	  	Original	  	Equipment Lease	  	07-11-17
									
	21.	  	WCI Communities, LLC	  	DE-Secretary of State	  	TCF Equipment Finance, Inc.	  	20122672774	  	07-11-12	  	Original	  	Equipment Lease	  	07-11-17
									
	22.	  	WCI Communities, LLC	  	DE-Secretary of State	  	TCF Equipment Finance, Inc.	  	20123747062	  	09-28-12	  	Original	  	Equipment Lease	  	09-28-17
									
	23.	  	WCI Communities, LLC	  	DE-Secretary of State	  	TCF Equipment Finance, Inc.	  	20130518267	  	02-17-13	  	Original	  	Equipment Lease	  	02-07-18









 SCHEDULE 6.7 

 


																	
	 	  	 Name
	  	 Jurisdiction
	  	 Current Secured

Party of Record
	  	 File #s
	  	 File Date
	  	 File Type
	  	 Collateral
Secured
	  	 Expiration
Date

	24.	  	WCI Communities, LLC	  	DE- Secretary of State	  	Deere Credit, Inc.	  	20131717371	  	05-06-13	  	Original	  	Equipment and Inventory, attachments, accounts and proceeds	  	05-06-18
									
	25.	  	Watermark Realty, Inc.	  	DE – Secretary of State	  	Hewlett-Packard Financial Services Company	  	20120744898	  	2/27/12	  	Original	  	Equipment Lease	  	02-27-17
									
	26.	  	Pelican Landing Golf Resort Ventures Limed Partnership	  	DE – Secretary of State	  	Textron Financial Corporation	  	20103445248	  	10/4/10	  	Original	  	Financed equipment	  	10-04-15
									
	27.	  	Pelican Landing Golf Resort Ventures, Limited Partnership and Raptor Bay Golf	  	DE – Secretary of State	  	PNCEF, LLC	  	20104421214	  	12/14/10	  	Original	  	Leased equipment	  	12-14-15
									
	28.	  	Pelican Landing Golf Resort Ventures Limited Partnership	  	DE – Secretary of State	  	TCF Equipment Finance, Inc.	  	20120780199	  	2/29/12	  	Original	  	Leased and financed equipment	  	02-28-17
									
	29.	  	Pelican Landing Golf Resort Ventures Limited Partnership	  	DE – Secretary of State	  	General Electric Capital Corporation	  	20121006891	  	3/15/12	  	Original	  	Leased equipment	  	03-15-17
									
	30.	  	Pelican Landing Golf Resort Ventures Limited Partnership	  	DE- Secretary of State	  	TCF Equipment Finance, Inc.	  	20123838242	  	10-04-12	  	Original	  	Equipment Lease	  	10-04-17
									
	31.	  	Pelican Landing Golf Resort Ventures Limited Partnership and Pelican Landing Golf Resort Ventures, Inc.	  	DE- Secretary of State	  	Wells Fargo Financial Leasing, Inc.	  	20132283167	  	06-14-13	  	Original	  	Equipment Lease	  	06-14-18









 SCHEDULE 6.7 

 


																	
	 	  	 Name
	  	 Jurisdiction
	  	 Current Secured

Party of Record
	  	 File #s
	  	 File Date
	  	 File Type
	  	 Collateral
Secured
	  	 Expiration
Date

	32.	  	WCI Communities, LLC Additional Debtor: Pelican Landing Golf Resort Ventures, Limited Partnership	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2013 4834546	  	12/9/2013	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	12/9/2018
									
		  		  		  		  	20144324489	  	10-28-14	  	Amendment	  	Equipment, fixtures, inventory, goods and software financed or leased	  	10-28-19
									
		  		  		  		  	20144327151	  	10-28-14	  	Amendment	  	Equipment, fixtures, inventory, goods and software financed or leased	  	10-28-19
									
	33.	  	Pelican Landing Golf Resort Ventures, Limited Partnership	  	DE- Secretary of State	  	PNC Equipment Finance, LLC	  	20144907499	  	12/4/2014	  	Original	  	Leased equipment, goods, software, and other general intangibles including electric golf cars	  	12/4/2019









 SCHEDULE 6.7 

 


																	
	 	  	 Name
	  	 Jurisdiction
	  	 Current Secured

Party of Record
	  	 File #s
	  	 File Date
	  	 File Type
	  	 Collateral
Secured
	  	 Expiration
Date

	34.	  	WCI Communities, Inc.	  	DE- Secretary of State	  	Agricredit Acceptance LLC	  	2013 3346708	  	8/23/2013	  	Original	  	Specific equipment including club car and rough mower	  	8/23/2018
									
	35.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, Inc	  	2013 3384618	  	8/29/2013	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	8/29/2018
									
	36.	  	WCI Communities, Inc. Additional Debtor: Lost Key Golf Club	  	DE- Secretary of State	  	Everbank Commertical Finance, Inc.	  	2013 4047586	  	10/15/2013	  	Original	  	Salsco greens roller, gas engine, Honda with electric starter, transport trailer	  	10/15/2018
									
	37.	  	WCI Communities, Inc. Additional Debtor; Lost Key Golf Club	  	DE- Secretary of State	  	Everbank Commertical Finance, Inc.	  	2013 4047651	  	10/15/2013	  	Original	  	New sand pro segmented grooming broom and new toro sand with manual blade, tooth rake, spring rake and pivot trowel kit	  	10/15/2018









 SCHEDULE 6.7 

 


																	
	 	  	 Name
	  	 Jurisdiction
	  	 Current Secured

Party of Record
	  	 File #s
	  	 File Date
	  	 File Type
	  	 Collateral
Secured
	  	 Expiration
Date

	38.	  	WCI Communities, Inc. Additional Debtor; Lost Key Golf Club	  	DE- Secretary of State	  	Everbank Commertical Finance, Inc.	  	2013 4059565	  	10/16/2013	  	Original	  	Specific leased equipment	  	10/16/2018
									
	39.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, Inc.	  	2013 4273406	  	10/31/2013	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	10/31/2018
									
	40.	  	WCI Communities, Inc.	  	DE- Secretary of State	  	Everbank Commertical Finance, Inc.	  	2013 4362241	  	11/6/2013	  	Original	  	Leased vertical turbine pump with assemblies	  	11/6/2018
									
	41.	  	WCI Communities, Inc. Additional Debtor: WCI Communities, LLC	  	DE- Secretary of State	  	Wells Fargo Financial Leasing, Inc.	  	2014 2216364	  	6/6/2014	  	Original	  	Leased equipment	  	6/6/2019
									
		  		  		  		  	20154604277	  	10/9/15	  	Amendment	  	Leased equipment	  	10/9/20
									
	42.	  	WCI Communities, Inc. Additional Debtor: Venetian Golf Club	  	DE- Secretary of State	  	Everbank Commertical Finance, Inc.	  	2014 2670867	  	7/7/2014	  	Original	  	Leased Kubota tractor and front loader with grille guard	  	7/7/2019
									
	43.	  	WCI Communities, Inc.	  	DE- Secretary of State	  	Everbank Commertical Finance, Inc.	  	2014 2670875	  	7/7/2014	  	Original	  	Leased Jacobsen Greensking IV Kubota diesel	  	7/7/2019









 SCHEDULE 6.7 

 


																	
	 	  	 Name
	  	 Jurisdiction
	  	 Current Secured

Party of Record
	  	 File #s
	  	 File Date
	  	 File Type
	  	 Collateral
Secured
	  	 Expiration
Date

	44.	  	WCI Communities, Inc. Additional Debtor: The Colony Gof & Country Club, Inc.	  	DE- Secretary of State	  	Everbank Commertical Finance, Inc.	  	2014 2671527	  	7/7/2014	  	Original	  	Leased Jacobsen Greensking IV Kubota diesel	  	7/7/2019
									
	45.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2015 0280650	  	1/22/2015	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	1/22/2020
									
	46.	  	WCI Communities, Inc.	  	DE- Secretary of State	  	Edward Don & Company	  	2015 2203148	  	5/22/2015	  	Original	  	Priority Purchase Money Security Interest	  	5/22/2020
									
	47.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2015 2207636	  	5/22/2015	  	Original	  	Specific equipment	  	5/22/2020
									
	48.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2015 2781465	  	6/29/2015	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	6/29/2020
									
	49.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2015 2782562	  	6/29/2015	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	6/29/2020









 SCHEDULE 6.7 

 


																	
	 	  	 Name
	  	 Jurisdiction
	  	 Current Secured

Party of Record
	  	 File #s
	  	 File Date
	  	 File Type
	  	 Collateral
Secured
	  	 Expiration
Date

	50.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2015 3985644	  	9/10/2015	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	9/10/2020
									
	51.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2015 4191366	  	9/21/2015	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	9/21/2020
									
	52.	  	WCI Communities, LLC	  	DE- Secretary of State	  	Wells Fargo Financial Leasing, Inc.	  	2015 4972922	  	10/28/2015	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	10/28/2020
									
	53.	  	WCI Communities, LLC	  	DE- Secretary of State	  	Madison Funding, LLC	  	2015 4973888	  	10/28/2015	  	Original	  	Equipment leased or financed	  	10/28/2020
									
	54.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2015 5885131	  	12/8/2015	  	Original	  	Specific equipment	  	12/8/2020









 SCHEDULE 6.7 

 


																	
	 	  	 Name
	  	 Jurisdiction
	  	 Current Secured

Party of Record
	  	 File #s
	  	 File Date
	  	 File Type
	  	 Collateral
Secured
	  	 Expiration
Date

	55.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2015 5885305	  	12/8/2015	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	12/8/2020
									
	56.	  	WCI Communities, LLC	  	DE- Secretary of State	  	TCF Equipment Finance, a Division of TCF National Bank	  	2015 6128655	  	12/18/2015	  	Original	  	Equipment, fixtures, inventory, goods and software financed or leased	  	12/18/2020








 SCHEDULE 11.6 TO AMENDED & RESTATED 

REVOLVING CREDIT AGREEMENT 

WCI COMMUNITIES, INC. 
  

					
	Address:	  	24301 Walden Center Drive Bonita Springs, FL 34134
		  	Bonita Springs, FL 34134
		
	Attention:	  	Russell Devendorf, Senior Vice President and Chief Financial
		  	Officer Telephone: (239) 498-8220
		  	Fax: (239) 498-8338
		  	Electronic mail:	  	russelldevendorf@wcicommunities.com
		
		  	Scott Bowles, Vice President
		  	Telephone: (239) 390-3727
		  	Fax: (239) 498-8338
		  	Electronic mail: 	  	scottbowles@wcicommunities.com
		
		  	Vivien Hastings, Senior Vice President and General
		  	Counsel Telephone: (239) 498-8213
		  	Fax: (239) 498-8277
		  	Electronic mail: 	  	vivienhastings@wcicommunities.com

 CITIBANK, N.A., AS ADMINISTRATIVE AGENT 

For payments and requests for Credit Extensions: 

Citibank, N.A. 
 Building #3 

1615 Brett Road 
 New Castle, DE 19720 

Attn: Bank Loans Syndications Department 
 Fax: (646) 274-5080

 with a copy to: 
 Email: GLAgentOfficeOps@citi.com 

Payment Instructions 
  

			
	Citibank, N.A.	  	
	ABA#	  	021000089
	Account No.:	  	36852248
	Account Name:	  	Medium Term Finance
	Attn.:	  	Global Loans
	Ref:	  	WCI Communities, Inc.








 Other Notices as Administrative Agent: 

Citibank, N.A. 
 Building #3 

1615 Brett Road 
 New Castle, DE 19720 

Attn: Bank Loans Syndications Department 
 Fax: (646) 274-5080

 with a copy to: 
 Email: GLAgentOfficeOps@citi.com 

and 
 Proskauer Rose LLP 

Eleven Times Square 
 New York, NY 10036-8299 

Attention: Andrew Bettwy, Esq. 
 Fax: 212-969-2900 

Other Notices as a Lender 
 Citibank, N.A. 

Building #3 
 1615 Brett Road 

New Castle, DE 19720 
 Attn: Bank Loans Syndications Department

 Fax: (646) 274-5080 
 with a copy to: 

Email: GLAgentOfficeOps@citi.com 
 and 

Proskauer Rose LLP 
 Eleven Times Square 

New York, NY 10036-8299 
 Attention: Andrew Bettwy, Esq. 

Fax: 212-969-2900