EX-10.1




 Exhibit 10.1 
  

 
 AMENDED AND RESTATED 

REVOLVING CREDIT AGREEMENT 
 Dated
as of June 14, 2022 
 by and among 

PIEDMONT OPERATING PARTNERSHIP, LP, 

as Borrower, 
 PIEDMONT OFFICE
REALTY TRUST, INC., 
 as Parent, 

JPMORGAN CHASE BANK, N.A. 
 PNC
CAPITAL MARKETS LLC, TRUIST SECURITIES, INC., 
 U.S. BANK NATIONAL ASSOCIATION, 

and 
 WELLS FARGO SECURITIES, LLC

 as Joint Lead Arrangers and Joint Bookrunners, 

JPMORGAN CHASE BANK, N.A., 
 as
Administrative Agent, 
 PNC BANK, NATIONAL ASSOCIATION, 

TRUIST BANK, U.S. BANK NATIONAL ASSOCIATION, 

and 
 WELLS FARGO BANK, N.A. 

as Syndication Agents, 
 BANK OF
AMERICA, N.A., MORGAN STANLEY 
 SENIOR FUNDING, INC., TD BANK, N.A., 

and 
 THE BANK OF NOVA SCOTIA 

as Documentation Agents, 
 J.P.
MORGAN SECURITIES LLC, 
 as Sustainability Structuring Agent 

and 
 THE FINANCIAL INSTITUTIONS
INITIALLY SIGNATORY HERETO 
 AND THEIR ASSIGNEES PURSUANT TO SECTION 12.5, 

as Lenders 
  

 











 TABLE OF CONTENTS 

Page 
  

							
	 ARTICLE I. DEFINITIONS
	  	 	1	 
			
	 Section 1.1
	 	Definitions	  	 	1	 
			
	 Section 1.2
	 	General; References to Times	  	 	37	 
			
	 Section 1.3
	 	Financial Attributes of Non-Wholly Owned Subsidiaries	  	 	38	 
			
	 Section 1.4
	 	Interest Rates; Benchmark Notification	  	 	39	 
			
	 Section 1.5
	 	Letter of Credit Amounts	  	 	39	 
			
	 Section 1.6
	 	Divisions	  	 	39	 
		
	 ARTICLE II. CREDIT FACILITY
	  	 	39	 
			
	 Section 2.1
	 	Revolving Loans	  	 	39	 
			
	 Section 2.2
	 	[Reserved]	  	 	40	 
			
	 Section 2.3
	 	[Reserved]	  	 	40	 
			
	 Section 2.4
	 	Letters of Credit	  	 	40	 
			
	 Section 2.5
	 	Rates and Payment of Interest on Loans	  	 	45	 
			
	 Section 2.6
	 	Number of Interest Periods	  	 	46	 
			
	 Section 2.7
	 	Repayment of Loans	  	 	46	 
			
	 Section 2.8
	 	Prepayments	  	 	46	 
			
	 Section 2.9
	 	Continuation	  	 	47	 
			
	 Section 2.10
	 	Conversion	  	 	47	 
			
	 Section 2.11
	 	Notes	  	 	48	 
			
	 Section 2.12
	 	Voluntary Reductions of the Commitment	  	 	48	 
			
	 Section 2.13
	 	Extension of Termination Date	  	 	48	 
			
	 Section 2.14
	 	Expiration or Maturity Date of Letters of Credit Past Termination Date	  	 	49	 
			
	 Section 2.15
	 	Amount Limitations	  	 	49	 
			
	 Section 2.16
	 	Incremental Facilities	  	 	49	 
			
	 Section 2.17
	 	Sustainability Adjustments	  	 	52	 
		
	 ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS
	  	 	54	 
			
	 Section 3.1
	 	Payments	  	 	54	 
			
	 Section 3.2
	 	Pro Rata Treatment	  	 	55	 
			
	 Section 3.3
	 	Sharing of Payments, Etc.	  	 	55	 
			
	 Section 3.4
	 	Several Obligations	  	 	56	 
			
	 Section 3.5
	 	Minimum Amounts	  	 	56	 
			
	 Section 3.6
	 	Fees	  	 	56	 


  
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	 Section 3.7
	 	Computations	  	 	58	 
			
	 Section 3.8
	 	Usury	  	 	58	 
			
	 Section 3.9
	 	Agreement Regarding Interest and Charges	  	 	58	 
			
	 Section 3.10
	 	Statements of Account	  	 	58	 
			
	 Section 3.11
	 	Defaulting Lenders	  	 	58	 
			
	 Section 3.12
	 	Taxes	  	 	61	 
		
	 ARTICLE IV. YIELD PROTECTION, ETC.
	  	 	65	 
			
	 Section 4.1
	 	Additional Costs; Capital Adequacy	  	 	65	 
			
	 Section 4.2
	 	Alternate Rate of Interest	  	 	67	 
			
	 Section 4.3
	 	Illegality	  	 	69	 
			
	 Section 4.4
	 	Compensation	  	 	69	 
			
	 Section 4.5
	 	Affected Lenders	  	 	70	 
			
	 Section 4.6
	 	Treatment of Affected Loans	  	 	71	 
			
	 Section 4.7
	 	Change of Lending Office	  	 	72	 
		
	 ARTICLE V. CONDITIONS PRECEDENT
	  	 	72	 
			
	 Section 5.1
	 	Initial Conditions Precedent	  	 	72	 
			
	 Section 5.2
	 	Conditions Precedent to All Loans and Letters of Credit	  	 	74	 
		
	 ARTICLE VI. REPRESENTATIONS AND WARRANTIES
	  	 	75	 
			
	 Section 6.1
	 	Representations and Warranties	  	 	75	 
			
	 Section 6.2
	 	Survival of Representations and Warranties, Etc.	  	 	81	 
		
	 ARTICLE VII. AFFIRMATIVE COVENANTS
	  	 	81	 
			
	 Section 7.1
	 	Preservation of Existence and Similar Matters	  	 	81	 
			
	 Section 7.2
	 	Compliance with Applicable Law	  	 	82	 
			
	 Section 7.3
	 	Maintenance of Property	  	 	82	 
			
	 Section 7.4
	 	Conduct of Business	  	 	82	 
			
	 Section 7.5
	 	Insurance	  	 	82	 
			
	 Section 7.6
	 	Payment of Taxes and Claims	  	 	82	 
			
	 Section 7.7
	 	Visits and Inspections	  	 	83	 
			
	 Section 7.8
	 	Use of Proceeds; Letters of Credit	  	 	83	 
			
	 Section 7.9
	 	Environmental Matters	  	 	84	 
			
	 Section 7.10
	 	Books and Records	  	 	84	 
			
	 Section 7.11
	 	Further Assurances	  	 	84	 


  
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	 Section 7.12
	 	New Subsidiaries/Guarantors	  	 	84	 
			
	 Section 7.13
	 	REIT Status	  	 	85	 
			
	 Section 7.14
	 	Exchange Listing	  	 	85	 
		
	 ARTICLE VIII. INFORMATION
	  	 	85	 
			
	 Section 8.1
	 	Quarterly Financial Statements	  	 	85	 
			
	 Section 8.2
	 	Year End Statements	  	 	86	 
			
	 Section 8.3
	 	Compliance Certificate; Other Reports	  	 	86	 
			
	 Section 8.4
	 	Other Information	  	 	86	 
			
	 Section 8.5
	 	Electronic Delivery of Certain Information	  	 	88	 
			
	 Section 8.6
	 	Public/Private Information	  	 	91	 
		
	 ARTICLE IX. NEGATIVE COVENANTS
	  	 	91	 
			
	 Section 9.1
	 	Financial Covenants	  	 	91	 
			
	 Section 9.2
	 	Restricted Payments	  	 	92	 
			
	 Section 9.3
	 	Indebtedness	  	 	92	 
			
	 Section 9.4
	 	[Reserved]	  	 	92	 
			
	 Section 9.5
	 	Investments Generally	  	 	92	 
			
	 Section 9.6
	 	Liens; Negative Pledges; Other Matters	  	 	93	 
			
	 Section 9.7
	 	Merger, Consolidation, Sales of Assets and Other Arrangements	  	 	93	 
			
	 Section 9.8
	 	Fiscal Year	  	 	95	 
			
	 Section 9.9
	 	Modifications of Organizational Documents	  	 	95	 
			
	 Section 9.10
	 	Transactions with Affiliates	  	 	95	 
			
	 Section 9.11
	 	ERISA Exemptions	  	 	95	 
		
	 ARTICLE X. DEFAULT
	  	 	95	 
			
	 Section 10.1
	 	Events of Default	  	 	95	 
			
	 Section 10.2
	 	Remedies Upon Event of Default	  	 	99	 
			
	 Section 10.3
	 	[Reserved]	  	 	100	 
			
	 Section 10.4
	 	Allocation of Proceeds	  	 	100	 
			
	 Section 10.5
	 	Collateral Account	  	 	100	 
			
	 Section 10.6
	 	Performance by Agent	  	 	102	 
			
	 Section 10.7
	 	Rights Cumulative	  	 	102	 


  
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	 ARTICLE XI. THE AGENT
	  	 	102	 
			
	 Section 11.1
	 	Authorization and Action	  	 	102	 
			
	 Section 11.2
	 	Agent’s Reliance, Etc	  	 	104	 
			
	 Section 11.3
	 	Notice of Defaults	  	 	105	 
			
	 Section 11.4
	 	JPMorgan as Lender	  	 	105	 
			
	 Section 11.5
	 	Erroneous Payments	  	 	105	 
			
	 Section 11.6
	 	Lender Credit Decision, Etc.	  	 	106	 
			
	 Section 11.7
	 	Indemnification of Agent	  	 	107	 
			
	 Section 11.8
	 	Successor Agent	  	 	108	 
			
	 Section 11.9
	 	Titled Agents	  	 	109	 
			
	 Section 11.10
	 	Certain ERISA Matters	  	 	109	 
			
	 Section 11.11
	 	Sustainability Matters	  	 	110	 
		
	 ARTICLE XII. MISCELLANEOUS
	  	 	111	 
			
	 Section 12.1
	 	Notices	  	 	111	 
			
	 Section 12.2
	 	Expenses	  	 	113	 
			
	 Section 12.3
	 	Setoff	  	 	113	 
			
	 Section 12.4
	 	Litigation; Jurisdiction; Other Matters; Waivers	  	 	114	 
			
	 Section 12.5
	 	Successors and Assigns	  	 	115	 
			
	 Section 12.6
	 	Amendments	  	 	118	 
			
	 Section 12.7
	 	No Fiduciary Duty, Etc	  	 	120	 
			
	 Section 12.8
	 	Confidentiality	  	 	121	 
			
	 Section 12.9
	 	Indemnification	  	 	123	 
			
	 Section 12.10
	 	Termination; Survival	  	 	125	 
			
	 Section 12.11
	 	Severability of Provisions	  	 	125	 
			
	 Section 12.12
	 	GOVERNING LAW	  	 	125	 
			
	 Section 12.13
	 	Patriot Act	  	 	126	 
			
	 Section 12.14
	 	Counterparts; Effectiveness; Electronic Execution	  	 	126	 
			
	 Section 12.15
	 	Obligations with Respect to Loan Parties	  	 	127	 
			
	 Section 12.16
	 	Limitation of Liability	  	 	127	 
			
	 Section 12.17
	 	Entire Agreement	  	 	128	 
			
	 Section 12.18
	 	Construction	  	 	128	 
			
	 Section 12.19
	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	  	 	128	 
			
	 Section 12.20
	 	Acknowledgement Regarding Any Supported QFCs	  	 	129	 
			
	 Section 12.21
	 	Transitional Arrangements	  	 	130	 


  
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	SCHEDULE IA	  	Commitments
	SCHEDULE IB	  	Letter of Credit Commitments
	SCHEDULE EP	  	Excluded Properties
	SCHEDULE 1.1.(A)	  	List of Loan Parties
	SCHEDULE 6.1(b)	  	Ownership Structure
	SCHEDULE 6.1(f)	  	Title to Properties; Liens
	SCHEDULE 6.1(g)	  	Indebtedness and Guaranties
	SCHEDULE 6.1(h)	  	Litigation
	SCHEDULE 6.1(x)	  	Unencumbered Assets
		
	EXHIBIT A	  	Form of Assignment and Assumption
	EXHIBIT B	  	Form of Notice of Borrowing
	EXHIBIT C	  	Form of Notice of Continuation
	EXHIBIT D	  	Form of Notice of Conversion
	EXHIBIT E	  	Form of Revolving Note
	EXHIBIT F-1	  	Form of U.S. Tax Compliance Certificate
	EXHIBIT F-2	  	Form of U.S. Tax Compliance Certificate
	EXHIBIT F-3	  	Form of U.S. Tax Compliance Certificate
	EXHIBIT F-4	  	Form of U.S. Tax Compliance Certificate
	EXHIBIT G	  	Form of Compliance Certificate
	EXHIBIT H	  	Form of Facility Guaranty
	EXHIBIT I	  	Form of Pricing Certificate

  

  
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 THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as
of June 14, 2022 by and among PIEDMONT OPERATING PARTNERSHIP, LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), PIEDMONT OFFICE REALTY TRUST, INC., a corporation formed under the laws of the
State of Maryland (the “Parent”), the Joint Lead Arrangers and Joint Bookrunners listed on the cover page to this Agreement (each a “Co-Lead Arranger” and “Book Runner”), JPMORGAN
CHASE BANK, N.A., as Administrative Agent (the “Agent”), the Syndication Agents listed on the cover page to this Agreement (each a “Syndication Agent”), the Documentation Agents listed on the cover page to this Agreement (each a
“Documentation Agent”), and each of the financial institutions initially a signatory hereto together with their assignees pursuant to Section 12.5(b). 

WHEREAS, the Borrower, the Parent, the Agent and certain of the Lenders are parties to a Revolving Credit Agreement dated as of
September 28, 2018 (the “Existing Credit Agreement”), pursuant to which such Lenders agreed to make revolving loans to the Borrower in the aggregate amount of up to $500,000,000; 

WHEREAS, the Borrower, the Parent, the Agent and the Lenders desire to amend and restate the Existing Credit Agreement in order to make
available to the Borrower a revolving credit facility in the initial amount of $600,000,000, which will include a $50,000,000 letter of credit subfacility, on the terms and conditions contained herein. 

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

Section 1.1 Definitions. 
 In
addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement: 

“Accession Agreement” means an Accession Agreement substantially in the form of Annex I to the Facility Guaranty. 

“Acquisition Property” means a Property that has been owned (or ground leased) for fewer than eight (8) complete fiscal
quarters. 
 “Additional Costs” has the meaning given that term in Section 4.1. 

“Adjusted Daily Effective SOFR Rate” means, for any day, an interest rate equal to the floating overnight Daily Effective
SOFR, plus 0.10%; provided that if the Adjusted Daily Effective SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. 

“Adjusted EBITDA” means, for any given period, (a) the EBITDA of the Parent for such period, plus,
(b) without duplication, the Parent’s Share of EBITDA of its Consolidated Subsidiaries and Unconsolidated Affiliates minus (c) Capital Reserves. 

  
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 “Adjusted Term SOFR Rate” means, for any Interest Period, an interest rate
per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for
the purposes of this Agreement. 
 “Administrative Details Form” means an administrative questionnaire completed by each
Lender and delivered to the Agent in a form supplied by the Agent to the Lenders from time to time. 
 “Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. 
 “Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. In no event shall the Agent or any Lender
be deemed to be an Affiliate of the Borrower. 
 “Agent” means JPMorgan Chase Bank, N.A., as administrative agent for the
Lenders under the terms of this Agreement, and any of its successors. 
 “Agreement Date” means the date as of which this
Agreement is dated. 
 “Ancillary Document” has the meaning given that term in Section 12.14(b). 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its
Affiliates from time to time concerning or relating to bribery, money-laundering or corruption. 
 “Applicable Law” means
all applicable provisions of constitutions, statutes, laws, rules, regulations and orders of all governmental bodies and all orders and decrees of all courts, tribunals and arbitrators. 

“Applicable Margin” means the percentage per annum determined, at any time, based on the Credit Rating of the Parent or the
Credit Rating of the Borrower, whichever is higher, in accordance with the levels in the table set forth below (each a “Level”). Any change in a Credit Rating of the Parent or the Borrower which would cause it to move to a different Level
in such table shall effect a change in the Applicable Margin on the Business Day on which such change in the Credit Rating is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by
the Borrower pursuant to Section 8.4(l) or otherwise. During any period that either the Parent or the Borrower has received Credit Ratings that are not equivalent, the Credit Rating of such Person shall be determined by the higher of such two
Credit Ratings. During any period for which either the Parent or the Borrower has received a Credit Rating from only one Rating Agency, then the Credit Rating of such Person shall be determined based on such Credit Rating. During any period for
which neither the Parent nor the Borrower has a Credit Rating from either Rating Agency, the Applicable Margin shall be determined based on Level 5. As of the Agreement Date and thereafter until changed as provided above, the Applicable Margin
is determined based on Level 3. 

  
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	 Level
	  	Credit Rating
(S&P/Moody’s)	  	Applicable Margin for
Revolving Loans that
are Term Benchmark
Loans and RFR Loans	 	 	Applicable Margin
for Revolving
Loans that are
Base Rate Loans	 
	 1
	  	A-/A3	  	 	0.725	% 	 	 	0.0	% 
	 2
	  	BBB+/Baa1	  	 	0.775	% 	 	 	0.0	% 
	 3
	  	BBB/Baa2	  	 	0.85	% 	 	 	0.0	% 
	 4
	  	BBB-/Baa3	  	 	1.05	% 	 	 	0.05	% 
	 5
	  	< BBB-/Baa3	  	 	1.40	% 	 	 	0.40	% 

 Notwithstanding the foregoing, if (i) the Total Leverage Ratio as of the last day of the most recently
ending fiscal quarter of the Borrower as set forth in the corresponding Compliance Certificate delivered pursuant to Section 8.3 is less than or equal to 35% and the Credit Ratings of the Parent or Borrower from S&P and Moody’s are
BBB/Baa2, then Level 2 shall apply and (ii) the Total Leverage Ratio as of the last day of the most recently ending fiscal quarter of the Borrower as set forth in the corresponding Compliance Certificate delivered pursuant to
Section 8.3 is less than or equal to 35% and the Credit Ratings of the Parent or Borrower from S&P and Moody’s are BBB-/Baa3, then Level 3 shall apply. 

If the Total Leverage Ratio is applicable pursuant to the paragraph above, each change in the Applicable Margin based on the Total Leverage
Ratio shall be effective one Business Day after the delivery of the Compliance Certificate for each quarter; provided that if the Borrower fails to deliver a Compliance Certificate when due, the Applicable Margin shall be determined without
reference to the paragraph above until the first Business Day of the calendar month immediately following the month that the required Compliance Certificate is delivered. 

It is hereby understood and agreed that the Applicable Margin with respect to Base Rate Loans, Term Benchmark Loans, and RFR Loans shall be
adjusted from time to time based upon the Sustainability Rate Adjustment (to be calculated and applied as set forth in Section 2.17); provided that in no event shall the Applicable Margin be less than zero. 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Assignment and Assumption” means
an Assignment and Assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.5), and accepted by the Agent, substantially in the form of Exhibit A or any other form
(including electronic records generated by the use of an electronic platform) approved by the Agent. 
 “Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component
thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and
not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 4.2. 

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

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

“Bankruptcy Event” means, with respect to any Person, (i) a bankruptcy or insolvency proceeding under Debtor Relief
Laws, or (ii) appointment for it of a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or assets, including the
Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Bankruptcy Event shall not result (a) solely by virtue of any ownership or acquisition of any equity interest in
such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person 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 Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person, or (b) if the
bankruptcy court or such receiver, conservator, trustee, administrator, custodian, assignee or other Person confirms or affirms that such Lender will continue to comply with its funding obligations under this Agreement. 

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S.
Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on
the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any
change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate,
respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 4.2 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 4.2(b)), then the Base Rate
shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.0%, such rate shall
be deemed to be 1.0% for purposes of this Agreement. 

  
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 “Base Rate Loan” means a Loan bearing interest at a rate based on the Base
Rate. 
 “Benchmark” means, initially, with respect to any (i) Term Benchmark Loan, the Term SOFR Rate or
(ii) RFR Loan, the Daily Effective SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or Daily Effective SOFR, as applicable, or the
then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 4.2. 

“Benchmark Replacement” means, for any Available Tenor: 

the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any
evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark
Replacement Adjustment; 
 If the Benchmark Replacement as determined pursuant to the above would be less than the Floor, the Benchmark
Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. 
 “Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark
Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower for the applicable Corresponding Tenor
giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement
by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time. 

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark
Revolving Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,”
the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability
of breakage provisions, and other technical, administrative 

  
 5 












 
or operational matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Agent in a manner
substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of such Benchmark
exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). 

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect
to such then-current Benchmark: 
 (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”
the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or
indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or 
 (2) in the case of clause
(3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the
administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or
publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. 

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have
occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used
in the calculation thereof). 
 “Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or
more of the following events with respect to such then-current Benchmark: 
 (1) a public statement or publication of information by or on
behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof),
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); 

  
 6 












 (2) a public statement or publication of information by the regulatory supervisor for the
administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark
(or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such
component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or 

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative. 

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public
statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). 

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time
that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in
accordance with Section 4.2 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.2. 

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial
Ownership Regulation. 
 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. 

“Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is
not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group. 
 “Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which
Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee
benefit plan” or “plan”. 
 “Borrower” has the meaning set forth in the introductory paragraph hereof and
shall include the Borrower’s successors and assigns. 
 “Business Day” means, any day (other than a Saturday or a
Sunday) on which banks are open for business in New York City or Chicago; provided that, in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such
RFR Loan, any such day that is only an U.S. Government Securities Business Day. 

  
 7 












 “Capital Reserves” means, for any period and with respect to a Property, an
amount equal to (a) $.15 per square foot times (b) a fraction, the numerator of which is the number of days in such period and the denominator of which is 365. Any portion of a Property leased under a ground lease to a third party that owns the
improvements on such portion of such Property shall not be included in determinations of Capital Reserves. If the term Capital Reserves is used without reference to any specific Property, then the amount shall be determined on an aggregate basis
with respect to all Properties of the Parent and the Parent’s Share of all Properties of all Consolidated Subsidiaries and Unconsolidated Affiliates. 

“Capitalization Rate” means (i) six percent (6.0%) for CBD or Urban Infill Properties, (ii) six and three-quarters
percent (6.75%) for all other office Properties and (iii) seven and one-quarter percent (7.25%) for all other Properties. 

“Capitalized Lease Obligation” means an obligation as lessee under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP
as of the applicable date. 
 “Cash Equivalents” means: (a) securities issued, guaranteed or insured by the United
States of America or any of its agencies with maturities of not more than one year from the date acquired; (b) certificates of deposit with maturities of not more than one year from the date acquired issued by a United States federal or state
chartered commercial bank of recognized standing, or a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country,
acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short term commercial paper rating of at least A 2 or the equivalent by S&P or at least P 2 or
the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial banks having
the qualifications described in clause (b) above; (d) commercial paper issued by any Person incorporated under the laws of the United States of America or any State thereof and rated at least A 2 or the equivalent thereof by S&P or at least
P 2 or the equivalent thereof by Moody’s, in each case with maturities of not more than one year from the date acquired; and (e) investments in money market funds registered under the Investment Company Act of 1940, as amended, which have
net assets of at least $500,000,000 and at least 85% of whose assets consist of securities and other obligations of the type described in clauses (a) through (d) above. 

“CBD or Urban Infill Property” means, (a) any Property listed on Schedule 6.1(x) and identified as a CBD or Urban Infill
Property, (b) any improved Property which is located in Manhattan in New York, New York, the Back Bay, Financial District and Cambridge areas of Boston, Massachusetts, San Francisco, California, Los Angeles, California, or Washington, D.C., or
(c) any other improved Property which is located in markets with characteristics similar to those identified in clause (a) or (b) and is designated by the Agent and the Borrower as a CBD or Urban Infill Property from time to time. 

  
 8 












 “CME Term SOFR Administrator” means CME Group Benchmark Administration
Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator). 

“Collateral Account” means a special deposit account or securities account maintained by, or on behalf of, the Agent and
under its sole dominion and control. 
 “Co-Lead Arrangers” means JPMorgan Chase
Bank, N.A., Truist Securities, Inc., U.S. Bank National Association, PNC Capital Markets LLC and Wells Fargo Securities, LLC, together with their respective successors and permitted assigns. 

“Commitment” means, as to each Lender, (i) such Lender’s obligation (a) to make Revolving Loans pursuant to
Section 2.1 and (b) to issue (in the case of a Lender then acting as an Issuing Bank) or participate in (in the case of the other Lenders) Letters of Credit pursuant to Section 2.4 (but in the case of a Lender acting as an Issuing
Bank excluding the aggregate amount of participations in the Letters of Credit held by the other Lenders), in each case, in an amount up to, but not exceeding, the amount set forth for such Lender on Schedule IA as such Lender’s
“Commitment” or as set forth in the applicable Assignment and Assumption, as the same may be reduced from time to time pursuant to Section 2.12, increased from time to time pursuant to Section 2.16, or increased or reduced as
appropriate to reflect any assignments to or by such Lender effected in accordance with Section 12.5 or (ii) the New Term Loan Commitment of such Lender. 

“Commitment Percentage” means, as to each Lender, the ratio, expressed as a percentage, of (a) the amount of such
Lender’s applicable Commitment to (b) the aggregate amount of the applicable Commitments of all Lenders; provided, however, that if at the time of determination the applicable Commitments have terminated or been reduced to zero, the
“Commitment Percentage” of each Lender shall be the Commitment Percentage of such Lender in effect immediately prior to such termination or reduction. 

“Communications” has the meaning given to that term in Section 8.5(d). 

“Compliance Certificate” has the meaning given that term in Section 8.3. 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes. 
 “Consolidated Subsidiary” means, with respect to a Person as of any
date, any other Person which is consolidated with such Person in accordance with GAAP as of such date. 
 “Construction”
means cash expenditures for land and improvements (including indirect costs internally allocated and development costs) on all Properties that are under development or are scheduled to commence development within twelve months as such expenditures
are reasonably determined by the Borrower in good faith. 

  
 9 












 “Continue”, “Continuation” and
“Continued” each refers to the continuation of a Term Benchmark Loan from one Interest Period to another Interest Period pursuant to Section 2.9. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Convert”, “Conversion” and “Converted” each refers to the conversion of a Revolving Loan
of one Type into a Revolving Loan of another Type pursuant to Section 2.10. 
 “Corresponding Tenor” with respect to
any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. 

“Credit Event” means any of the following: (a) the making (or deemed making) of any Loan, (b) the Continuation of a
Term Benchmark Loan, (c) the Conversion of a Base Rate Loan or RFR Loan into a Term Benchmark Loan, and (d) the issuance of a Letter of Credit. 

“Credit Party” means the Agent (as the administrative agent), any Issuing Bank or any other Lender. 

“Credit Rating” means the rating assigned by a Rating Agency to a Person as a corporate issuer. 

“Daily Effective SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR effective for such
SOFR Rate Day (or, if not an RFR Business Day, the RFR Business Day preceding such SOFR Rate Day), in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Effective SOFR due to
a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. 

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

“Default” means any of the events specified in Section 10.1, whether or not there has been satisfied any requirement for
the giving of notice, the lapse of time, or both. 
 “Defaulting Lender” means any Lender that (a) has failed, within
two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans unless such Lender notifies the Agent in writing that such failure is the result of such Lender’s good faith determination that a
condition precedent to funding (each of which conditions precedent, together with any applicable default, if any, shall be specifically identified in such writing) has not been satisfied, (ii) fund any portion of its participations in Letters
of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder unless the subject of a good faith dispute, (b) has notified the Borrower or any Credit Party in writing that it does not intend to comply
with any 

  
 10 












 
of its funding obligations under this Agreement (unless such writing relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, if any, shall be specifically identified in such writing) cannot be satisfied), (c) has failed, within three
(3) Business Days after written request by the Agent or the Borrower, acting in good faith, to confirm in writing to the Agent and the Borrower that it will comply with its obligations (and is financially able to meet such obligations) to fund
prospective Loans and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent
and the Borrower, or (d) has become, or has a direct or indirect parent company that has become, the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action. Any determination by the Agent
that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be made by the Agent acting reasonably and in good faith, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 3.11(e)) upon delivery of written notice of such determination to the Borrower and each Credit Party. 
 “Derivatives
Contract” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency
swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any
such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the
terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such
obligations or liabilities under any such master agreement. 
 “Derivatives Termination Value” means, in respect of any one
or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized
dealer in such Derivatives Contracts (which may include the Agent or any Lender). 
 “Development Property” means a
Property currently under development that has not achieved an Occupancy Rate of at least 80%, or on which the improvements (other than tenant improvements on unoccupied space) related to the development have not been completed. A Development
Property on which all improvements (other than tenant improvements on unoccupied space) related to the development of such Property have been completed for at least eight (8) complete fiscal quarters shall cease to constitute a Development
Property notwithstanding the fact that such Property has not achieved an Occupancy Rate of at least 80%. 

  
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 “Documentation Agents” means the financial institutions listed as
“Documentation Agents” on the cover page to this Agreement. 
 “Dollars” or “$” means the lawful
currency of the United States of America. 
 “Drawing Certificate” means any certificate or other document presented in
connection with a drawing under a Letter of Credit. 
 “EBITDA” means, with respect to a Person for any period net income
(loss) of such Person for such period, exclusive of the following (but only to the extent included in determination of such net income (loss)): (i) depreciation and amortization; (ii) Interest Expense; (iii) income tax expense; and
(iv) extraordinary or non-recurring gains and losses (including but not limited to and without limitation, gains/losses from early extinguishment of debt, impairment charges, and acquisition costs).
EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to FASB Accounting Standards Codification 805. 

“EEA Financial Institution” means (a) any institution 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 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. 

“Effective Date” means the later of: (a) the Agreement Date; and (b) the date on which all of the conditions
precedent set forth in Section 5.1 shall have been fulfilled or waived in writing by the Requisite Lenders. 
 “Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 

“Eligible Assignee” means (a) a Lender unless such Lender is a Defaulting Lender, (b) an Affiliate of a Lender
which Affiliate is a Qualified Institution unless such Lender is a Defaulting Lender or such Affiliate meets the criteria of a Defaulting Lender, (c) an Approved Fund which is a Qualified Institution unless such Approved Fund meets the criteria
of a Defaulting Lender, and (d) any other Person (other than a natural person) approved by (i) the Agent and the Issuing Banks and (ii) unless a Default or Event of Default shall exist, the Borrower (each such approval not to be
unreasonably withheld or delayed, and the Borrower shall be deemed to have approved such Person unless it shall object by written notice to the Agent within ten (10) Business Days after having received written notice thereof); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries. 

  
 12 












 “Eligible Property” means a Property which satisfies all of the following
requirements: (a) such Property is fully developed as an office or industrial property; (b) the Property is owned, or leased under a Ground Lease, entirely by the Borrower and/or a Subsidiary of the Borrower and/or a Partially-Owned
Entity; (c) neither such Property, nor any interest of the Borrower, any Subsidiary and/or any Partially-Owned Entity therein, is subject to any Lien (other than Permitted Liens of the types described in clauses (a) through (f) of the
definition of Permitted Liens) or a Negative Pledge; (d) if such Property is owned or leased by a Subsidiary and/or a Partially-Owned Entity (i) none of the Borrower’s direct or indirect ownership interest in such Subsidiary or
Partially-Owned Entity is subject to any Lien (other than Permitted Liens of the types described in clauses (a) through (f) of the definition of Permitted Liens) or to a Negative Pledge; and (ii) except for Properties owned or leased by a
Partially-Owned Entity, the Borrower directly, or indirectly through a Subsidiary, has the right to take the following actions without the need to obtain the consent of any Person: (x) to sell, transfer or otherwise dispose of such Property and
(y) to create a Lien on such Property as security for Indebtedness of the Borrower or such Subsidiary, as applicable; (e) such Property is free of all structural defects or major architectural deficiencies, title defects, environmental
conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Property; (f) if such Property is owned or leased by a
Subsidiary and/or a Partially-Owned Entity that is not a Guarantor, such Subsidiary or Partially-Owned Entity has no (i) Indebtedness (other than (x) Nonrecourse Indebtedness or (y) Indebtedness owed to Borrower or any Subsidiary of
Borrower as lender and that has not been pledged or otherwise subjected to any lien by Borrower or such Subsidiary of Borrower) or (ii) other liabilities, including without limitation contingent liabilities, determined in accordance with GAAP,
and in any event including obligations in respect of any forward commitment, put right enforceable against such Subsidiary or Partially-Owned Entity, purchase or repurchase obligation or other obligation that requires such Subsidiary or
Partially-Owned Entity to acquire any asset; provided that such Subsidiary or Partially-Owned Entity may have liabilities described in this clause (ii) so long as the aggregate amount thereof does not exceed 5% of the total assets of such
Subsidiary or Partially-Owned Entity; and (g) such Property is not owned or leased by any Subsidiary or Partially-Owned Entity (i) which has taken any action described in clauses (i) through (viii) of Section 10.1(f), (ii) which
is subject to any proceedings of the type described in Section 10.1(g), (iii) against whom there are judgments or orders for the payment of money or for an injunction of the type described in Section 10.1(i) or (iv) with respect to
which Subsidiary’s or Partially-Owned Entity’s Property a warrant, writ of attachment, execution or similar process of the type described in Section 10.1(j) has been issued, in each case whether or not such Sections are applicable to
such Subsidiary or Partially-Owned Entity. 
 “Environmental Laws” means any Applicable Law relating to environmental
protection or the manufacture, storage, remediation, disposal or clean up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251
et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental
Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection Agency and any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous Materials. 

  
 13 












 “Equity Interest” means, with respect to any Person, any share of capital
stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any
security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other
interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other
interest is authorized or otherwise existing on any date of determination. 
 “ERISA” means the Employee Retirement Income
Security Act of 1974, as in effect from time to time and the rules and regulations promulgated thereunder. 
 “ERISA Group”
means the Parent, the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Parent, the Borrower or any Subsidiary, are
treated as a single employer under Section 414 of the Internal Revenue Code. 
 “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. 
 “Event of Default” means any of the events specified in Section 10.1, provided that any requirement
for notice or lapse of time or any other condition has been satisfied. 
 “Excluded Properties” means those Properties
listed and described on Schedule EP attached hereto. 
 “Excluded Subsidiary” means any Subsidiary (a) holding
title to assets which are or are to become collateral for any Secured Indebtedness of such Subsidiary and (b) which is prohibited from Guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument or agreement
evidencing such Secured Indebtedness or (ii) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of such Secured
Indebtedness. 
 “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to
be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, (i) imposed as a result of such Recipient being organized under the
laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed by any other jurisdiction (other than
such Taxes imposed solely 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), (b) Other Connection Taxes, (c) in 

  
 14 












 
the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a
law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 4.5) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 3.12, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it
changed its lending office, (d) Taxes attributable to such Recipient’s failure to comply with Section 3.12(g), and (e) any U.S. federal withholding Taxes imposed under FATCA. 

“Existing Credit Agreement” has the meaning assigned to such term in the recitals. 

“Existing Term Loan Facility” means the $250,000,000 term loan credit facility evidenced by that certain Term Loan Agreement,
dated as of March 29, 2018, by and among the Borrower, the Parent, the lenders party thereto and U.S. Bank National Association, as agent for the lenders, as amended and in effect from time to time. 

“Facility Fee” means the per annum percentage set forth in the table below corresponding to the Level at which the
“Applicable Margin” is determined in accordance with the definition thereof (including, without limitation, any adjustment based on Total Leverage Ratio in accordance with the definition of Applicable Margin): 

 

							
	 Level
	  	Borrower’s Credit Rating
(S&P/Moody’s)	  	Facility Fee	 
	 1
	  	A-/A3	  	 	0.125	% 
	 2
	  	BBB+/Baa1	  	 	0.15	% 
	 3
	  	BBB/Baa2	  	 	0.20	% 
	 4
	  	BBB-/Baa3	  	 	0.25	% 
	 5
	  	< BBB-/Baa3	  	 	0.30	% 

 As of the Agreement Date, and thereafter until any change in Level as provided in the definition of “Applicable
Margin”, the Facility Fee equals 0.20%. 
 “Facility Guaranty” means the Guaranty to which the Guarantors are parties
substantially in the form of Exhibit H. 
 “Facility Increase” has the meaning assigned to such term in
Section 2.16. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any
amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of
the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. 

  
 15 












 “Federal Funds Effective Rate” means, for any day, the rate calculated by
the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the
NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Agreement. 

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

“Fee Letters” means (a) the Piedmont Operating Partnership LP Senior Revolving Credit Facility Fee Letter dated
June 6, 2022 among JPMorgan Chase Bank, N.A. and the Borrower, (b) the Piedmont Operating Partnership, LP Senior Revolving Credit Facility Fee Letter, dated June 6, 2022, among Truist Bank, Truist Securities, Inc. and the
Borrower, (c) the Piedmont Operating Partnership, LP Senior Revolving Credit Facility Fee Letter, dated June 6, 2022, between U.S. Bank National Association and the Borrower, (d) the Piedmont Operating Partnership, LP Senior Revolving
Credit Facility Fee Letter, dated June 6, 2022, among PNC Bank, National Association, PNC Capital Markets LLC and the Borrower and (e) the Piedmont Operating Partnership LP Senior Revolving Credit Facility Fee Letter dated June 6,
2022 among Wells Fargo Securities, LLC, Wells Fargo Bank, N.A. and the Borrower. 
 “Fees” means the fees and commissions
provided for or referred to in Section 3.6 and any other fees payable by the Borrower hereunder or under any other Loan Document. 

“Fixed Charges” means, with respect to a Person for any period, the sum (without duplication) of (a) Interest Expense of
such Person for such period, plus (b) all regularly scheduled principal payments made with respect to Indebtedness of such Person during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in
full, plus (c) all Preferred Dividends actually paid by such Person during such period plus, when determining Fixed Charges of the Parent, (d) the Parent’s Share of the Fixed Charges of its Consolidated Subsidiaries and Unconsolidated
Affiliates. 
 “Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of
this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Adjusted Daily Effective SOFR Rate, as applicable. For the avoidance of doubt the initial Floor for each of
Adjusted Term SOFR Rate and the Adjusted Daily Effective SOFR Rate shall be 0.0%. 
 “Foreign Lender” means (a) if the
Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax
purposes. 
 “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 

“Funds From Operations” means, with respect to a Person and for a given period, “funds from operations” as
determined and adjusted in accordance with the standards established from time to time by the National Association of Real Estate Investment Trusts. 

  
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 “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, which are applicable to the circumstances as of the date of determination; provided, however, that as provided herein, when determining the Parent’s compliance with the
financial covenants set forth in Section 9.1, only the Parent’s Share of any income, expense, assets and liabilities of a Consolidated Subsidiary shall be included, notwithstanding the requirements of FASB Accounting Standards Codification
810 10. 
 “Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of,
registrations and filings with, and reports to, all Governmental Authorities. 
 “Governmental Authority” means any
national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau, commission, board,
department or other entity (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to
bind a party at law. 
 “Green Building Certification” means any Energy Star, LEED, and/or Green Globe, certification or
any other third-party green certification that is mutually acceptable to the Borrower, the Agent and the Sustainability Structuring Agent, in each case, with respect to any Property owned by the Borrower or any of its Subsidiaries. 

“Ground Lease” means a ground lease containing the following terms and conditions: (a) a remaining term (exclusive of
any unexercised extension options) of 30 years or more from the Agreement Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to
give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or
complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (e) such other rights, as reasonably determined by the Borrower, customarily
required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease. 

“Guarantor” means any Person that is a party to the Facility Guaranty as a “Guarantor” and in any event shall
include the Parent. 
 “Guaranty”, “Guaranteed”, “Guarantying” or to
“Guarantee” as applied to any obligation means, without duplication: (a) a guaranty (other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business), directly or indirectly, in
any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment
of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, 

  
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sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or
performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing
in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit (including Letters of Credit), or (v) the supplying of funds to or investing in a Person on account of all or any
part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. 

“Hazardous Materials” means all or any of the following: (a) substances that are defined or listed in, or otherwise
classified pursuant to, any applicable Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic substances” or any other formulation intended to define, list or classify
substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural
gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or
explosives or any radioactive materials; (d) asbestos in any form; (e) toxic mold; and (f) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per
million. 
 “Increased Amount Date” has the meaning assigned to such term in Section 2.16. 

“Incremental Commitments” has the meaning assigned to such term in Section 2.16. 

“Indebtedness” means, with respect to a Person, at the time of computation thereof and not on a consolidated basis, all of
the following (without duplication): (a) all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business); (b) all obligations of such Person, whether or not for money borrowed
(i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional
sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) Capitalized Lease
Obligations of such Person; (d) all reimbursement obligations (contingent or otherwise) of such Person in respect of any letter of credit or acceptance (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such
Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout
commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (h)
net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (i) all Indebtedness of other Persons which such Person has Guaranteed


  
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or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities and other exceptions to nonrecourse liability
customarily excluded by institutional lenders from exculpation provisions or included in separate indemnification agreements); and (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation. Indebtedness of any
Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s pro rata share of the ownership of such partnership or joint venture (except if
such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s pro rata portion of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of
such Person). All Loans and Letter of Credit Liabilities shall constitute Indebtedness of the Borrower. In no event, however, shall Indebtedness be deemed to include intercompany Indebtedness that is eliminated upon consolidation in accordance with
GAAP. 
 “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 clause (a), Other Taxes. 

“Intellectual Property” has the meaning given that term in Section 6.1(s). 

“Interest Expense” means, with respect to a Person and for any period, without duplication, total interest expense of such
Person, including capitalized interest not funded under a construction loan interest reserve account, for such period, and excluding any non-cash portion of interest expense attributable to convertible debt
under FASB Accounting Standards Codification 470-20 for such period and other non-cash components of interest expense for such period (including, but not limited to, the
amortization of financing costs and debt premiums). 
 “Interest Payment Date” means (a) with respect to any Base
Rate Loan, the first (1st) Business Day of each calendar quarter for the preceding calendar quarter, and the Termination Date, (b) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the borrowing of
which such Loan is a part and, in the case of a Term Benchmark Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration
after the first day of such Interest Period, and the Termination Date, and (c) with respect to any RFR Loan, the fifth (5th) Business Day of each calendar month for the preceding calendar
month, and the Termination Date. 
 “Interest Period” means with respect to any Term Benchmark Loan, the period commencing
on the date of the borrowing of such Loan and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan
or Commitment), as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for
which there is no 

  
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numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor
that has been removed from this definition pursuant to Section 4.2(e) shall be available for specification in such Notice of Borrowing, Notice of Continuation or Notice of Conversion. For purposes hereof, the date of a Loan initially shall be
the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan. 

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

“Investment” means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by
such Person, by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase
or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute the business or a division or operating unit of another Person. Any binding commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment in such Person, shall
constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment. 
 “Issuing Bank” means each of JPMorgan Chase Bank,
N.A., Truist Bank, PNC Bank, National Association, U.S. Bank National Association, and Wells Fargo Bank, N.A. in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.4(i). Each
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branch offices of such Issuing Bank (or another Lender, with the consent of such Lender and the Borrower), in which case the term
“Issuing Bank” shall include any such Affiliate (or such Lender) with respect to Letters of Credit issued by such Affiliate or branch office (or such Lender). Each reference herein to the “Issuing Bank” shall mean all of the
Issuing Banks, each Issuing Bank, any Issuing Bank or the applicable Issuing Bank, as the context may require. 

“JPMorgan” means JPMorgan Chase Bank, N.A. 

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit. 

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at
such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Commitment Percentage of the LC Exposure at
such time. 
 “Lender” means each financial institution from time to time party hereto as a “Lender”, together
with its respective successors and permitted assigns, and as the context requires, includes each Issuing Bank. 

  
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 “Lender Parent” means, with respect to any Lender, any Person as to which
such Lender is a subsidiary. 
 “Lender-Related Person” has the meaning given that term in Section 12.16(a). 

“Lending Office” means, for each Lender and for each Type of Loan, the office of such Lender specified as such in such
Lender’s Administrative Details Form, or such other office of such Lender of which such Lender may notify the Agent in writing from time to time. 

“Letter of Credit” means any letter of credit issued pursuant to this Agreement. 

“Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters
of Credit hereunder. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set forth on Schedule IB, or if an Issuing Bank has entered into an Assignment and Assumption or otherwise assumed a Letter of Credit
Commitment after the Effective Date, the amount set forth for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the Agent pursuant to Section 12.5(c). The Letter of Credit Commitment of an Issuing Bank may be
modified from time to time by agreement between such Issuing Bank and the Borrower and notified to the Agent. 
 “Letter of Credit
Liabilities” means, without duplication, at any time and in respect of any Letter of Credit, the sum of (a) the Stated Amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations
of the Borrower at such time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, a Lender (other than the Issuing Bank of the related Letter of Credit) shall be deemed to hold a Letter of
Credit Liability in an amount equal to its participation interest in the related Letter of Credit under Section 2.4(d), and such Issuing Bank shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in
the related Letter of Credit after giving effect to the acquisition by the Lenders other than such Issuing Bank of their participation interests under such Section. 

“Level” has the meaning given that term in the definition of the term “Applicable Margin.” 

“Lien” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure
debt, deed of trust, assignment of leases and rents, pledge, lien, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any
property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same
to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; (c) the filing of any financing statement under the Uniform Commercial Code or its equivalent
in any jurisdiction, other than any precautionary filing not otherwise constituting or giving rise to a Lien, including a financing statement filed (i) in respect of a lease not constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of the Uniform Commercial Code or its equivalent as in effect in an applicable jurisdiction or (ii) in connection with a sale or other disposition of accounts or
other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien; and (d) any agreement by such Person to grant, give or otherwise convey any of the foregoing. 

  
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 “Loan” means a Revolving Loan or a New Term Loan. 

“Loan Document” means this Agreement, each Note, each Letter of Credit Document, the Facility Guaranty and each other
document or instrument (other than a Derivatives Contract) now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement. 

“Loan Party” means each of the Borrower, the Parent and each other Person who guarantees all or a portion of the Obligations
and/or who pledges any collateral security to secure all or a portion of the Obligations. Schedule 1.1(A) sets forth the Loan Parties in addition to the Parent and the Borrower as of the Agreement Date. 

“Mandatorily Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of
such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests so long as such Equity Interest is not redeemable at the option of the holder thereof), (b)
is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in
exchange for common stock or other equivalent common Equity Interests), in each case on or prior to the date on which all Loans are scheduled to be due and payable in full. 

“Material Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities, financial
condition, or results of operations of the Parent and its Subsidiaries taken as a whole, (b) the ability of (i) the Parent, (ii) the Borrower or (iii) the Parent, the Borrower and the other Loan Parties, taken as a whole, to
perform its or their respective obligations (including without limitation all payment obligations) under any Loan Document to which it is a party, (c) the validity or enforceability of any of the Loan Documents, or (d) the rights and
remedies of the Lenders and the Agent under any of the Loan Documents. 
 “Material Contract” means any contract or other
arrangement (other than Loan Documents), whether written or oral, to which the Parent, the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto
could reasonably be expected to have a Material Adverse Effect. 
 “Maximum Increase Amount” has the meaning assigned to
such term in Section 2.16. 
 “Moody’s” means Moody’s Investors Service, Inc., and its successors. 

“Mortgage” means a mortgage, deed of trust, deed to secure debt or similar security instrument made by a Person owning an
interest in real property granting a Lien on such interest in real property as security for the payment of Indebtedness of such Person or another Person. 

  
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 “Mortgage Receivable” means a promissory note secured by a Mortgage of
which the Parent, the Borrower or one of their respective Subsidiaries is the holder and retains the rights of collection of all payments thereunder. 

“Multiemployer Plan” means at any time a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which
any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group
during such five year period. 
 “Negative Pledge” means, with respect to a given asset, any provision of a document,
instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person; provided, however,
that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of
its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge. 
 “Net Operating Income” or
“NOI” means, for any Property and for a given period, the sum of the following (without duplication and determined on a consistent basis with prior periods): (a) rents and other revenues received in the ordinary course from such
Property (including proceeds of rent loss or business interruption insurance but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’
obligations for rent) minus (b) all expenses paid (excluding acquisition costs for such Property and interest, but including an appropriate accrual for property taxes and insurance) related to the ownership, operation or maintenance of such
Property, including but not limited to property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate
allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Property, but specifically excluding general overhead expenses of the Parent or any Consolidated Subsidiary and any property management
fees) minus (c) the Capital Reserves for such Property as of the end of such period minus (d) the greater of (i) the actual property management fee paid during such period and (ii) an imputed management fee in the amount of two
percent (2%) of the gross revenues for such Property for such period. Notwithstanding the foregoing and for the avoidance of doubt, for purposes of calculating the value of a Property under the definitions of Total Asset Value and Unencumbered Asset
Value, the value of rents under leases included in Net Operating Income shall include the effects of “straight-line rent accounting”. 

“New Revolving Commitments” has the meaning assigned to such term in Section 2.16. 

“New Revolving Lender” has the meaning assigned to such term in Section 2.16. 

“New Revolving Loan” has the meaning assigned to such term in Section 2.16. 

“New Term Loan Commitments” has the meaning assigned to such term in Section 2.16. 

“New Term Loan” has the meaning assigned to such term in Section 2.16. 

  
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 “New Term Loan Lender” has the meaning assigned to such term in
Section 2.16. 
 “Nonrecourse Indebtedness” means, with respect to a Person, (a) Indebtedness for borrowed money
in respect of which recourse for payment (except for exceptions for fraud, misapplication of funds, environmental indemnities, and other exceptions to nonrecourse liability customarily excluded by institutional lenders from exculpation provisions or
included in separate indemnification agreements) is contractually limited to specific assets of a Person or Persons encumbered by a Lien securing such Indebtedness and (b) Indebtedness of a Subsidiary so long as there is no recourse to the
Parent, Borrower, any Guarantor or any Subsidiary that owns or leases an Eligible Property other than recourse in respect of guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, and other exceptions to
nonrecourse liability customarily excluded by institutional lenders from exculpation provisions or included in separate indemnification agreements. 

“Note” means a Revolving Note. 

“Notice of Borrowing” means a notice in the form of Exhibit B to be delivered to the Agent pursuant to
Section 2.1(b) evidencing the Borrower’s request for a borrowing of Revolving Loans. 
 “Notice of Continuation”
means a notice in the form of Exhibit C to be delivered to the Agent pursuant to Section 2.9 evidencing the Borrower’s request for the Continuation of a Term Benchmark Loan. 

“Notice of Conversion” means a notice in the form of Exhibit D to be delivered to the Agent pursuant to
Section 2.10 evidencing the Borrower’s request for the Conversion of a Loan from one Type to another Type. 

“NYFRB” means the Federal Reserve Bank of New York. 

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and
(b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term
“NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the
aforesaid rates as so determined shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source. 

“Obligations” means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid
interest on, all Loans; (b) all Reimbursement Obligations and all other Letter of Credit Liabilities; and (c) all other indebtedness, liabilities, obligations, covenants and duties of the Borrower and the other Loan Parties owing to the
Agent or any Lender of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents, including, without limitation, the Fees and indemnification obligations, whether direct or indirect, absolute or
contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note. 

  
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 “Occupancy Rate” means, with respect to a Property at any time, the ratio,
expressed as a percentage, of (a) the net rentable square footage of such Property (i) physically occupied by Affiliated tenants in connection with the management and operation of the Borrower’s business and assets, or
(ii) actually occupied by non-Affiliated tenants paying rent at rates not materially less than rates generally prevailing at the time the applicable lease was entered into, pursuant to binding leases as
to which no monetary default has occurred and has continued unremedied for 90 or more days to (b) the aggregate net rentable square footage of such Property. For purposes of the definition of “Occupancy Rate”, a tenant shall be deemed
to actually occupy a Property notwithstanding a temporary cessation of operations for renovation, repairs or other temporary reason, or for the purpose of completing tenant build-out or that is otherwise
scheduled to be open for business within 90 days of the date of such determination. 
 “OFAC” means U.S. Department of the
Treasury’s Office of Foreign Assets Control and any successor Governmental Authority. 

“Off-Balance Sheet Obligations” means liabilities and obligations of a Person on a non-consolidated basis in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K
promulgated under the Securities Act) including such liabilities and obligations which such Person would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of
its report on Form 10 Q or Form 10 K (or their equivalents) if such Person were required to file the same with the Securities and Exchange Commission (or any Governmental Authority substituted therefor). 

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to an assignment request by Borrower under Section 4.5). 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar
transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding
Business Day by the NYFRB as an overnight bank funding rate. 

  
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 “Parent” has the meaning set forth in the introductory paragraph hereof and
shall include the Parent’s successors and assigns. 
 “Parent’s Share” means the Parent’s pro rata share of
the liabilities or assets, as the case may be, of an Unconsolidated Affiliate or Consolidated Subsidiary as reasonably determined by the Parent based upon the Parent’s economic interest in such Unconsolidated Affiliate or Consolidated
Subsidiary, as the case may be, as of the date of such determination; provided, that the Parent’s Share of the Borrower shall be deemed to be 100%. 

“Partially-Owned Entity” means any Subsidiary of the Borrower (other than a Wholly Owned Subsidiary) or Unconsolidated
Affiliate of the Borrower wherein the Borrower or a Wholly Owned Subsidiary has control, in such Subsidiary’s or Unconsolidated Affiliate’s constituent documents, to cause or prevent sales, refinancings or other dispositions of such
Subsidiary’s or Unconsolidated Affiliate’s Properties or to trigger “buy/sale” rights in connection therewith. 

“Participant” has the meaning given that term in Section 12.5(d). 

“Participant Register” has the meaning given that term in Section 12.5(d). 

“Patriot Act” means the USA PATRIOT Act of 2001. 

“Payment” has the meaning given that term in Section 11.5(a). 

“Payment Notice” has the meaning given that term in Section 11.5(b). 

“PBGC” means the Pension Benefit Guaranty Corporation and any successor agency. 

“Permitted Liens” means, as to any Person: (a) Liens securing taxes, assessments and other charges or levies imposed by
any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or
rentals incurred in the ordinary course of business, which are not at the time required to be paid or discharged under Section 7.6; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to
secure payment of, obligations under workers’ compensation, unemployment insurance or similar Applicable Laws; (c) Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on
the use of real property, which do not materially detract from the value of such property or materially impair the intended use thereof in the business of such Person; (d) the rights of tenants under leases or subleases not interfering with the
ordinary conduct of business of such Person; (e) Liens in favor of the Agent for the benefit of the Lenders; (f) Liens in favor of the Borrower or a Guarantor securing obligations owing by a Subsidiary to the Borrower or a Guarantor and
(g) Liens in existence as of the Agreement Date and set forth in Part II of Schedule 6.1(f). 
 “Person” means
an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other business entity, or a government or any agency or political subdivision thereof. 

  
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 “Plan” means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (a) is maintained, or contributed to, by any member of the ERISA Group for
employees of any member of the ERISA Group or (b) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such
time a member of the ERISA Group. 
 “Platform” has the meaning given to that term in Section 8.5(a). 

“Post-Default Rate” means (a) with respect to Loans and Letter of Credit Liabilities, the rate otherwise applicable to
such Loan or Letter of Credit Liability plus two percent (2%) and (b) with respect to all other obligations, a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans
that are Base Rate Loans plus two percent (2%). 
 “Preferred Dividends” means, with respect to a Person and for any
period and without duplication, all Restricted Payments paid during such period on Preferred Equity Interests issued by such Person. Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in Equity Interests
(other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests, (b) paid or payable to such Person or its Consolidated Subsidiaries, or (c) constituting or resulting in the redemption of Preferred Equity
Interests, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full. 
 “Preferred Equity
Interests” means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon
liquidation or both. 
 “Pricing Certificate” means a certificate substantially in the form of Exhibit I executed by
a Responsible Officer of the Borrower and attaching true and correct copies of the Sustainability Metrics Report for the most recently ended calendar year and setting forth the Sustainability Rate Adjustment for the period covered thereby and
computations in reasonable detail in respect thereof. 
 “Pricing Certificate Inaccuracy” has the meaning assigned to such
term in Section 2.17. 
 “Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the
“Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as
the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Agent) or any similar release by the Federal Reserve Board (as determined by the Agent). Each change in the
Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective. 

“Principal Office” means (a) the address of the Agent specified in Section 12.1, or any subsequent office which the
Agent shall have specified by written notice to the Borrower and Lenders as the Principal Office of the Agent referred to herein, to which payments due are to be made and at which Loans will be disbursed, and (b) in respect of Letters of
Credit, for any Issuing Bank, the address of such Issuing Bank specified in Section 12.1, or any subsequent office which such Issuing Bank shall have specified by written notice to the Borrower and the Agent as the Principal Office of such
Issuing Bank referred to herein. 

  
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 “Property” means any parcel of real property owned or leased (in whole or
in part) or operated by the Parent, the Borrower, any Consolidated Subsidiary or any Unconsolidated Affiliate of the Parent and which is located in a state of the United States of America or the District of Columbia. 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be
amended from time to time. 
 “Qualified Institution” means a bank, finance company, insurance company or other financial
institution which, at the time of determination, (a) has (or, in the case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior debt obligations of not less than Baa 1 by Moody’s or a comparable rating by a
rating agency acceptable to the Agent and (b) has total assets in excess of $5,000,000,000. 
 “Rating Agencies” means
S&P and Moody’s. 
 “Recipient” means (a) the Agent, (b) any Lender and (c) any Issuing Bank, as
applicable. 
 “Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark
is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting, (2) if the RFR for such Benchmark is Daily Effective SOFR, then the date of such setting or (3) if such Benchmark is
none of the Term SOFR Rate or Daily Effective SOFR, the time determined by the Agent in its reasonable discretion. 

“Register” has the meaning given that term in Section 12.5(c). 

“Regulatory Change” means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law
(including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or treaty or the adoption or making after such date of any change in an interpretation, guideline, directive or request applying to a class of
banks, including such Lender, of or under any Applicable Law or treaty (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental Authority, central bank, monetary authority or
comparable agency charged with the interpretation, promulgation, implementation or administration thereof or compliance after such date by any Lender with any rule, regulation, guideline, request or directive regarding capital adequacy, capital or
liquidity requirements. Notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in
connection therewith (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) and (b) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law and whether or not failure to comply
therewith would be unlawful), in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted, promulgated, implemented or issued. 

  
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 “Reimbursement Obligation” means the absolute, unconditional and
irrevocable obligation of the Borrower to reimburse each Issuing Bank for any drawing honored by such Issuing Bank under a Letter of Credit. 

“REIT” means a Person qualifying for treatment as a “real estate investment trust” under the Internal Revenue Code.

 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective
partners, shareholders, directors, officers, employees, agents, counsel, and advisors of such Person and such Person’s Affiliates. 

“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as
applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto. 

“Relevant Rate” means (i) with respect to any Term Benchmark Loan, the Adjusted Term SOFR Rate or (ii) with respect
to any RFR Loan, the Adjusted Daily Effective SOFR Rate, as applicable. 
 “Requisite Lenders” means, as of any date,
Lenders having more than 50% of the sum of (a) the aggregate amount of the unused Commitments (if any), plus (b) the aggregate outstanding principal amount of the Loans (if any), plus (c) the total Letter of Credit Liability (if any),
in each case, not held by Defaulting Lenders who are not entitled to vote. Commitments, Loans and Letter of Credit Liabilities held by Defaulting Lenders shall be disregarded when determining the Requisite Lenders. 

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution
Authority. 
 “Responsible Officer” means with respect to the Parent or any Subsidiary, the chief executive officer, the
chief financial officer, the treasurer and any executive vice president of the Parent (acting for itself or as general partner of the Borrower) or such Subsidiary. 

“Restricted Payment” means: (a) any dividend or other distribution, direct or indirect, on account of any Equity
Interest of the Parent or any Subsidiary now or hereafter outstanding, except a dividend payable solely in Equity Interests of an identical or junior class to the holders of that class; (b) any redemption, conversion, exchange, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Parent or any Subsidiary now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Parent or any Subsidiary now or hereafter outstanding. 

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of
such Lender’s Revolving Loans and its Letter of Credit Liability at such time. 

  
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 “Revolving Loan” means a loan made by a Lender to the Borrower pursuant to
Section 2.1(a). 
 “Revolving Note” has the meaning given that term in Section 2.11(a). 

“RFR Loan” means a Loan that bears interest at a rate based on the Adjusted Daily Effective SOFR Rate. 

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any
Sanctions (at the time of this Agreement, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba,
Iran, North Korea and Syria). 
 “Sanctioned Person” means, at any time, (a) any Person (i) listed in any
Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other
relevant sanctions authority or (ii) otherwise the subject of any Sanctions, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the
foregoing clauses (a) or (b) or (d) any Person otherwise the subject of any Sanctions. 
 “Sanctions” means
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State, the United Nations Security Council, the European
Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority. 

“Secured Indebtedness” means, with respect to a Person as of any given date, the aggregate principal amount of all
Indebtedness of such Person outstanding at such date and that is secured in any manner by any Lien, and, in the case of the Parent, shall include (without duplication) the Parent’s Share of the Secured Indebtedness of its Consolidated
Subsidiaries and Unconsolidated Affiliates. 
 “Securities Act” means the Securities Act of 1933, as amended from time to
time, together with all rules and regulations issued thereunder. 
 “Senior Officer” means the chief executive officer,
chief financial officer, Executive Vice President–Capital Markets, Executive Vice President–Operations and chief accounting officer of the Parent or the Borrower. 

“Series” has the meaning assigned to such term in Section 2.16(c)(ii). 

“Significant Subsidiary” means any Subsidiary to which more than 10% of Total Asset Value is attributable. 

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. 

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate). 

  
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 “SOFR Administrator’s Website” means the NYFRB’s website,
currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. 

“SOFR Rate Day” has the meaning specified in the definition of “Daily Effective SOFR”. 

“Solvent” means, when used with respect to any Person, that (a) the fair salable value of its assets (excluding any
Indebtedness due from any Affiliate of such Person unless such Affiliate is itself Solvent) are each in excess of the fair valuation of its total liabilities (including all contingent liabilities computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that could reasonably be expected to become an actual and matured liability); (b) such Person is able to pay its debts or other obligations in the ordinary course as they mature;
and (c) such Person has capital not unreasonably small to carry on its business and all business in which it proposes to be engaged. 

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC
business, and its successors. 
 “Stabilized Property” means a Property that is not an Acquisition Property, a Development
Property or a Transition Property. 
 “Standard for Sustainability Reporting” means AICPA
AT-C. 
 “Stated Amount” means the amount available to be drawn by a beneficiary
under a Letter of Credit from time to time, as such amount may be increased or reduced from time to time in accordance with the terms of such Letter of Credit. 

“Subsidiary” means, for any Person, any corporation, partnership or other entity of which at least a majority of the Equity
Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other individuals performing similar functions of such corporation, partnership or other entity (without regard to the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and, for the Parent or the Borrower, shall include all
Persons which are required to be consolidated with the Parent or the Borrower in accordance with GAAP. 
 “Sustainability Assurance
Provider” means a qualified external reviewer, independent of the Borrower and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing that
shall apply verification standards and methodology consistent with the Standard for Sustainability Reporting. As of the date hereof, the term Sustainability Assurance Provider means Frazier & Deeter, LLC; provided that a replacement
sustainability assurance provider may be designated from time to time by the Borrower if any such replacement Sustainability Assurance Provider (a) shall be (i) a qualified external reviewer, independent of the Borrower and its
Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of 

  
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 recognized national standing or (ii) another firm designated by the Borrower and
approved by the Requisite Lenders, and (b) shall apply substantially the same verification standards and methodology used in the Initial Sustainability Metrics Report, except for any changes to such standards and/or methodology that
(i) are consistent with then generally accepted industry standards or (ii) if not so consistent, are proposed by the Borrower and approved by the Requisite Lenders. 

“Sustainability Metric” means each of the Sustainability Metric 1 and the Sustainability Metric 2. 

“Sustainability Metric 1” means the number of Green Building Certifications issued to Properties owned by the Borrower and
its Subsidiaries. 
 “Sustainability Metric 2” means the average Energy Star ratings score for all rated Properties of the
Borrower and its Subsidiaries. 
 “Sustainability Metrics Report” means an annual submission reviewed and verified by the
Sustainability Assurance Provider (with respect to the Sustainability Metrics included in such report) that sets forth the calculations for each Sustainability Metric for a specific calendar year. 

“Sustainability Pricing Adjustment Date” has the meaning assigned to such term in Section 2.17. 

“Sustainability Rate Adjustment” means, with respect to any period between Sustainability Pricing Adjustment Dates,
(a) negative 0.01%, if (i) the number of new Green Building Certifications shall be equal to or greater than three (3) or (ii) the Sustainability Rating Change for Sustainability Rating 2 is greater than 2.0%, in each case for such
period as set forth in the Sustainability Metrics Report, and (b) negative 0.02%, if (i) the number of new Green Building Certifications shall be equal to or greater than five (5) or (ii) the Sustainability Rating Change for
Sustainability Rating 2 is greater than 4.0%, in each case for such period as set forth in the Sustainability Metrics Report. 

“Sustainability Rating 1” is defined as the number of new Green Building Certifications 

during the most recently ended calendar year. 

“Sustainability Rating 2” is defined as the average Energy Star rating score for all rated Properties owned by the Borrower
and its Subsidiaries as of the end of the most recently ended calendar year. 
 “Sustainability Rating Change” means
(i) for Sustainability Rating 2, the percentage change of the relevant sustainability rating over the sustainability rating for that particular measure for the immediately preceding calendar year or (ii) for Sustainability Rating 1, the
nominal change in the number of Properties with Green Building Certifications when compared with the same measure for the immediately preceding calendar year. 

“Sustainability Structuring Agent” means the financial institution(s) listed as the “Sustainability Structuring
Agent” on the cover page to this Agreement. 
 “Syndication Agents” means the financial institutions listed as
“Syndication Agents” on the cover page to this 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 Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Benchmark” when used in reference to any Loan, refers to whether such Loan is bearing interest at a rate determined by
reference to the Adjusted Term SOFR Rate. 
 “Term SOFR Determination Day” has the meaning assigned to it under the
definition of Term SOFR Reference Rate. 
 “Term SOFR Rate” means, with respect to any Term Benchmark and for any tenor
comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period,
as such rate is published by the CME Term SOFR Administrator. 
 “Term SOFR Reference Rate” means, for any day and time
(such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Loan denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Agent as the forward-looking
term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement
Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business
Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day. 

“Termination Date” means June 30, 2026, or such later date to which the Termination Date may be extended pursuant to
Section 2.13. 
 “Titled Agents” means each of the Co-Lead Arrangers, the Book
Runners, the Syndication Agents, the Documentation Agents and the Sustainability Structuring Agent and their respective successors and permitted assigns. 

“Total Asset Value” means the sum of all of the following of the Parent and the Parent’s Share of the following
(excluding, with respect to Unconsolidated Affiliates, assets of the type described in the following clause (a)) with respect to Consolidated Subsidiaries and Unconsolidated Affiliates: (a) cash, cash equivalents and marketable securities
(including cash held in escrow in connection with the completion of Internal Revenue Code Section 1031 “like-kind” exchanges, but excluding security deposits); provided that no such cash and cash equivalents will be added to Total
Asset Value to the extent unrestricted cash and cash equivalents (in an amount equal to the lesser of (x) the amount of unrestricted cash and cash equivalents in excess of $30,000,000 and (y) the amount of Total Indebtedness or Secured
Indebtedness, as applicable, that 

  
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matures within twenty-four (24) months) have been deducted from Total Indebtedness or Secured Indebtedness in the calculation of the financial covenants, plus (b) with respect to each
Stabilized Property owned by the Borrower or any Consolidated Subsidiary, the quotient of (i) Net Operating Income attributable to such Property for the fiscal quarter most recently ended times 4, divided by (ii) the applicable
Capitalization Rate, plus (c) with respect to each Acquisition Property, each Development Property and each Transition Property, the greater of (i) the undepreciated GAAP book value (after taking into account any impairments) of such
Property or (ii) the quotient of (A) Net Operating Income attributable to such Property for the fiscal quarter most recently ended times 4, divided by (B) the applicable Capitalization Rate, plus (d) the GAAP book value (after
taking into account any impairments) of Unimproved Land, Mortgage Receivables and other promissory notes, plus (e) the quotient of (i) the management fee income of the Borrower and its Subsidiaries for the fiscal quarter most recently
ended times 4, divided by (ii) 15%, plus (f) the undepreciated GAAP book value (after taking into account any impairments) of other tangible assets. For purposes of determining Total Asset Value, (A) Net Operating Income from Properties
disposed of by the Borrower or any Consolidated Subsidiary during the immediately preceding fiscal quarter of the Parent (and, if determining Total Asset Value other than at the end of a fiscal quarter, disposed of by the Borrower or a Consolidated
Subsidiary during the current fiscal quarter of the Parent) shall be excluded, (B) if determining Total Asset Value other than at the end of a fiscal quarter, the value of any Stabilized Property acquired during the current fiscal quarter shall
be determined in accordance with clause (c)(i) above and (C) if any Property being valued by reference to its Net Operating Income has negative Net Operating Income, the value of such Property shall be deemed to be zero. In no event, however,
shall Total Asset Value be deemed to include intercompany loan assets that are eliminated upon consolidation in accordance with GAAP. 
 For
purposes of this definition, to the extent the aggregate Total Asset Value attributable to (1) Development Properties, (2) Transition Properties, (3) Unimproved Land, (4) Mortgage Receivables and other promissory notes and
(5) Investments in (x) general and limited partnerships, joint ventures, other Persons which investments are accounted for on an equity basis in accordance with GAAP and (y) Persons that are not Subsidiaries would exceed 35% of the
Total Asset Value, such excess shall be excluded. 
 “Total Indebtedness” means all Indebtedness of the Parent plus
the Parent’s Share of all Indebtedness of all Consolidated Subsidiaries and Unconsolidated Affiliates. 
 “Total Leverage
Ratio” has the meaning assigned to such term in Section 9.1(a). 
 “Transition Property” means, as of any
date of determination, a completed Property that (x) is not an Acquisition Property or a Development Property, and was not an Acquisition Property or a Development Property in the fiscal quarter immediately prior to such date of determination,
(y) had previously achieved an Occupancy Rate of at least 80%, and (z) has ceased to have an Occupancy Rate of at least 80%. A Property shall be treated as a Transition Property until the earlier of (i) such Property achieving an
Occupancy Rate of at least 80% after the Agreement Date, if such Property was a Transition Property on the Agreement Date, or after the date on which such Property most recently became a Transition Property, if such Property became or again becomes
a Transition Property after the Agreement Date, or (ii) the end of the eighth (8th) complete fiscal quarter after the Agreement Date or such later date on which such Property most recently became a Transition Property. 

  
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 “Type” with respect to any Loan, refers to whether such Loan is a Term
Benchmark Loan, RFR Loan or Base Rate Loan. 
 “UK Financial Institutions” means any BRRD Undertaking (as such term is
defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United
Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution. 
 “Unadjusted Benchmark Replacement” means the applicable Benchmark
Replacement excluding the related Benchmark Replacement Adjustment. 
 “Unconsolidated Affiliate” means, with respect to
any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with
the financial results of such Person on the consolidated financial statements of such Person. 
 “Unencumbered Asset Value”
means the sum of all of the following of the Parent and the Parent’s Share of the following (excluding assets of the type described in the following clauses (a), (e) and (f) owned by any Partially-Owned Entity) with respect to Wholly Owned
Subsidiaries and Partially-Owned Entities: (a) unrestricted cash, cash equivalents and marketable securities (including cash held in escrow in connection with the completion of Internal Revenue Code Section 1031 “like-kind”
exchanges, but excluding security deposits), (b) the Unencumbered NOI (excluding NOI attributable to Acquisition Properties, Development Properties and Transition Properties) for the fiscal quarter most recently ended times 4 divided by the
applicable Capitalization Rate, plus (c) with respect to Eligible Properties that are Acquisition Properties or Transition Properties, the greater of (i) the undepreciated GAAP book value (after taking into account any impairments) of such
Property or (ii) the value of such Property as calculated in accordance with clause (b) hereof without regard to the parenthetical therein, plus (d) with respect to Development Properties owned by the Borrower, any Subsidiary and/or
any Partially-Owned Entity that meet the requirements of clauses (b) through (d), (e) (with respect to title defects and environmental conditions only), (f) and (g) of the definition of “Eligible Property”, the greater of
(1) the undepreciated GAAP book value (after taking into account any impairments) of such Property or (2) the value of such Property as calculated in accordance with clause (b) hereof without regard to the parenthetical therein, plus
(e) with respect to any Unimproved Land and any Mortgage Receivables secured by a first-priority Mortgage that are owned by the Borrower and/or any Subsidiary and that meet the requirements of clauses (c), (d), (f) and (g) of the
definition of “Eligible Property”, the GAAP book value (after taking into account any impairments) of such Unimproved Land and Mortgage Receivables, plus (f) with respect to any other promissory notes 

  
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that consist of Mortgage Receivables secured by Mortgages that are not a first-priority Mortgage or promissory notes secured by a pledge of direct or indirect equity interests in a real
property-owning entity (each a “mezzanine loan”), that are owned by the Borrower and/or any Subsidiary and that meet the requirements of clauses (c), (d), (f) and (g) of the definition of “Eligible Property”, the GAAP book
value (after taking into account any impairments) of such promissory note (excluding the portion of the GAAP book value of any promissory note which exceeds 75% of the value of the collateral securing the loan evidenced by such note, where the value
of such collateral is determined as follows: (i) if, as of the date of determination, the promissory note was created either during the current fiscal year of the obligor under the mortgage loan that is senior to such promissory note or during
the most recently completed fiscal year of such obligor and prior to the delivery of financial information of such obligor for such fiscal year to the Borrower, the value determined by the Borrower in good faith at the time such promissory note was
created, and otherwise (ii) (A) the NOI of the real property securing such senior mortgage loan for the most recently completed fiscal year of such obligor for which the financial information of such obligor has been reported to the Borrower as
determined by the Borrower in good faith divided by the Capitalization Rate applicable to such real property, less (B) the principal balance of such senior mortgage loan and any other mezzanine loan that is senior to such promissory note). For
purposes of this definition, (A) to the extent the Unencumbered Asset Value attributable to Development Properties, Transition Properties (other than the Excluded Properties), Properties owned or leased by Partially-Owned Entities, Mortgage
Receivables, other promissory notes and Unimproved Land would exceed 20% of the Unencumbered Asset Value, such excess shall be excluded, (B) if determining Unencumbered Asset Value other than at the end of a fiscal quarter, the value of any
Property acquired during the current fiscal quarter shall be determined in accordance with clause (c)(i) above and (C) if any Property being valued by reference to its NOI has negative NOI, the value of such Property shall be deemed to be zero.
In no event, however, shall Unencumbered Asset Value be deemed to include intercompany loan assets that are eliminated upon consolidation in accordance with GAAP. 

“Unencumbered NOI” means, for any period, NOI from all Eligible Properties owned by the Parent plus the Parent’s Share
of NOI from all Eligible Properties owned by a Subsidiary or a Partially-Owned Entity. 
 “Unfunded Liabilities” means,
with respect to any Plan at any time, the amount (if any) by which (a) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044
of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but
only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA. 

“Unimproved Land” means land on which no development (other than improvements that are not material and are temporary in
nature) has occurred and for which no development is scheduled in the following 12 months. 
 “Unsecured Indebtedness”
means Indebtedness which is not Secured Indebtedness. 

  
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 “Unsecured Interest Expense” means, for a given period, all Interest
Expense of the Parent attributable to Unsecured Indebtedness of the Parent for such period plus the Parent’s Share of all Interest Expense of Subsidiaries (and, to the extent that Unencumbered NOI includes NOI with respect to a Property owned
in whole or part by an Unconsolidated Affiliate, the Parent’s Share of all Interest Expense of such Unconsolidated Affiliate) attributable to Unsecured Indebtedness of such Subsidiaries (and, if applicable an Unconsolidated Affiliate) for such
period. 
 “U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or
(iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. 

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

 “U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.12(g)(ii)(B)(iii). 

“Wholly Owned Subsidiary” means any Subsidiary of a Person in respect of which all of the equity securities or other
ownership interests (other than, in the case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Wholly Owned Subsidiaries of such Person or by such
Person and one or more other Wholly Owned Subsidiaries of such Person. 
 “Withholding Agent” means the Borrower and the
Agent. 
 “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down
and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel,
reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers. 
 Section 1.2 General;
References to Times. 
 Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in
accordance with GAAP as in effect from time to time; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Requisite Lenders
shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders);
provided further that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change 

  
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therein and (ii) the Parent and the Borrower shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary
at “fair value”, as defined therein, so that such Indebtedness and other liabilities will be valued at the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or
discount, and (ii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be
accounted for as obligations relating to an operating lease and not as Capital Lease Obligations. 
 References in this Agreement to
“Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument or
agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean
such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified as of the date of this Agreement and from time to time thereafter to the extent not prohibited hereby and in
effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the Parent or a Subsidiary of such Subsidiary, a reference to “Consolidated Subsidiary” means
a Consolidated Subsidiary of the Parent or a Consolidated Subsidiary of such Consolidated Subsidiary and a reference to an “Affiliate” means a reference to an Affiliate of the Borrower. Titles and captions of Articles, Sections,
subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to New York, New York time. 

Section 1.3 Financial Attributes of Non-Wholly Owned Subsidiaries. 

Notwithstanding anything to the contrary contained herein, when determining the Parent’s compliance with any financial covenant contained
in any of the Loan Documents, only the Parent’s Share of an Unconsolidated Affiliate or a Consolidated Subsidiary shall be included. 

  
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 Section 1.4 Interest Rates; Benchmark Notification. 

The interest rate on a Loan denominated in dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the
future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 4.2(b) provides a mechanism for determining an alternative rate of interest. The Agent does not warrant or accept any responsibility
for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement
rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest
rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Agent and its affiliates and/or other related entities may engage in transactions that affect the
calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may
select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement,
and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract
or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. 

Section 1.5 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 available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any letter of credit application related thereto, provides for one or more automatic increases in the available amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time. 

Section 1.6 Divisions. 
 For all
purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes
the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time. 
 ARTICLE II.
CREDIT FACILITY 
 Section 2.1 Revolving Loans. 

(a) Generally. Subject to the terms and conditions hereof, during the period from the Effective Date to but excluding the Termination
Date, each Lender severally and not jointly agrees to make Revolving Loans to the Borrower in Dollars in an aggregate principal amount at any one time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding the
amount of such Lender’s Commitment at such time. Subject to the terms and conditions of this Agreement, during the period from the Effective Date to but excluding the Termination Date, the Borrower may borrow, repay and reborrow Revolving Loans
hereunder. 

  
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 (b) Requesting Revolving Loans. The Borrower shall give the Agent notice pursuant to
a Notice of Borrowing of each borrowing of Revolving Loans. Each Notice of Borrowing shall be delivered to the Agent before 11:00 a.m. (i) in the case of Term Benchmark Loans, on the date three Business Days prior to the proposed date of such
borrowing and (ii) in the case of Base Rate Loans or RFR Loans, on the Business Day of such borrowing. The Agent will transmit by telecopy the Notice of Borrowing (or the information contained in such Notice of Borrowing) to each Lender
promptly upon receipt by the Agent. Each Notice of Borrowing of each borrowing shall be irrevocable once given and binding on the Borrower. 

(c) Disbursements of Revolving Loan Proceeds. No later than 1:00 p.m. on the date specified in the Notice of Borrowing, each Lender will
make available for the account of its applicable Lending Office to the Agent at the Principal Office, in immediately available funds, the proceeds of the Revolving Loan to be made by such Lender. With respect to Revolving Loans to be made after the
Effective Date, unless the Agent shall have been notified by any Lender prior to the specified date of borrowing that such Lender does not intend to make available to the Agent the Revolving Loan to be made by such Lender on such date, the Agent may
assume that such Lender will make the proceeds of such Revolving Loan available to the Agent on the date of the requested borrowing as set forth in the Notice of Borrowing and the Agent may (but shall not be obligated to), in reliance upon such
assumption, make available to the Borrower the amount of such Revolving Loan to be provided by such Lender. Subject to satisfaction of the applicable conditions set forth in Article V for such borrowing, the Agent will make the proceeds of such
borrowing so received from the Lenders available to the Borrower on the date and to the account specified by the Borrower in such Notice of Borrowing. 

Section 2.2 [Reserved]. 
 Section 2.3
[Reserved]. 
 Section 2.4 Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit as the
applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Agent and the applicable Issuing Bank, at any time and from time to time during the period from and including the Effective Date
to but excluding the earlier of 20 days prior to the Termination Date and the date of termination of the Commitments. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue, and shall not issue,
any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any
Sanctions, (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (iii) in any manner that would result in a violation of one or more policies of such Issuing Bank applicable to letters of
credit generally. 

  
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 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by
the applicable Issuing Bank) to the Issuing Bank selected by the Borrower to issue such Letter of Credit and to the Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three
Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, to the extent required by the applicable Issuing Bank, the Borrower shall have submitted a letter of credit application using
such Issuing Bank’s standard form and shall have submitted such information pertaining to such requested Letter of Credit issuance (or amendment, renewal or extension) as such Issuing Bank may reasonably require; provided that in the event of
any inconsistency between any such letter of credit application and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) (x) the aggregate undrawn amount of
all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time shall not
exceed its Letter of Credit Commitment (unless otherwise agreed by such Issuing Bank), (ii) the LC Exposure shall not exceed the total Letter of Credit Commitments, (iii) no Lender’s Revolving Credit Exposure shall exceed its Commitment
and (iv) the sum of the aggregate Revolving Credit Exposures of all Lenders shall not exceed the total Commitments. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent
of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in clauses (i) through (iii) above shall not be
satisfied. 
 (c) Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable
Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after
such renewal or extension) and (ii) the date that is five Business Days prior to the Termination Date; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of
a notice of non-renewal from the applicable Issuing Bank but in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the date one year beyond the
Termination Date; provided, further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Termination Date so
long as the Borrower delivers to the Agent for the benefit of the Lenders no later than 20 days prior to the Termination Date either (1) cash collateral for such Letter of Credit for deposit into the Collateral Account in an amount equal to
100% of the Stated Amount of such Letter of Credit, (2) a backup letter of 

  
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credit having terms acceptable to the applicable Issuing Bank and issued by a domestic financial institution having a rating assigned by a Rating Agency to its senior unsecured long term
indebtedness of AA/Aa2 or (3) other collateral satisfactory to the applicable Issuing Bank. Upon the expiration, cancellation or termination of a Letter of Credit for which a backup letter of credit or other collateral has been provided
pursuant to the preceding clause (2) or (3), the Agent shall promptly return any such collateral or such backup letter of credit to the Borrower or release such other collateral. 

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of any Issuing Bank or any Lender, the Issuing Bank with respect to such Letter of Credit hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of
Credit equal to such Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay
to the Agent, for the account of each Issuing Bank, as applicable, such Lender’s Commitment Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments,
and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 
 (e) Reimbursement. If
any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the
date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice; provided that the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.1(b) that such payment be financed with an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving
Loan that is a Base Rate Loan or RFR Loan. If the Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s
Commitment Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Agent its Commitment Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.1(c) with respect to
Loans made by such Lender (and Section 2.1(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders.
Promptly following receipt by the Agent of any payment from the Borrower pursuant to this paragraph, the Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph
to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of Base
Rate Loans or RFR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. 

  
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 (f) Obligations Absolute. The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such
Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower’s obligations hereunder. None of the Agent, any Lender nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any
Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the
Issuing Bank with respect to such Letter of Credit; provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect,
consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as finally
determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, in the
absence of gross negligence or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), with respect to documents presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to
accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g)
Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Agent and the
Borrower by telephone (confirmed by telecopy or electronic mail) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not
relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement. 

  
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 (h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date
that the reimbursement is due and payable at the rate per annum then applicable to Revolving Loans that are Base Rate Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then the last sentence of Section 2.5(a) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the
applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

 (i) Replacement of the Issuing Bank. (i) Any Issuing Bank may be replaced at any time by written agreement among the Borrower,
the Agent, the replaced Issuing Bank and the successor Issuing Bank. The Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees
accrued for the account of the replaced Issuing Bank pursuant to Section 3.6. From and after the effective date of any such replacement, (x) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (y) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Banks, or to such successor and all
previous Issuing Banks, as the context shall require. After the replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 

(ii) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at
any time upon thirty days’ prior written notice to the Agent, the Borrower and the Lenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.4(i)(i) above. 

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice
from the Agent or the Requisite Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in the Collateral Account, in the name of the Agent and for the benefit of the Lenders, an amount in cash equal to 100% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in Section 10.1(f) or (g). Such deposit shall be held by the Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement in accordance with Section 10.5. The Agent shall
have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest 

  
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earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Agent and at the Borrower’s risk and expense, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the
extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. 

(k) Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder
supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of
Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify
and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably
waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters
of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. 

Section 2.5 Rates and Payment of Interest on Loans. 

(a) Rates. The Borrower promises to pay to the Agent for the account of each Lender interest on the unpaid principal amount of each Loan
made by such Lender for the period from and including the date of the making of such Loan to but excluding the date such Loan shall be paid in full, at the following per annum rates: 

(i) during such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect from time to time) plus the Applicable
Margin; 
 (ii) during such periods as such Loan is a Term Benchmark Loan, at the Adjusted Term SOFR Rate for such Loan for
the Interest Period therefor plus the Applicable Margin; and 
 (iii) during such periods as such Loan is a RFR Loan, at the
Adjusted Daily Effective SOFR Rate for such Loan plus the Applicable Margin. 
 Notwithstanding the foregoing, while an Event of Default exists, the Borrower
shall pay to the Agent for the account of each Lender interest at the Post-Default Rate on the outstanding principal amount of any Loan made by such Lender, on all Reimbursement Obligations and on any other amount payable by the Borrower hereunder
or under the Notes held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted under Applicable Law). 

  
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 (b) Payment of Interest. Accrued and unpaid interest on each Loan shall be payable on
each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) in the event of any repayment or prepayment of any Term Benchmark Loan, accrued interest on the principal amount repaid or prepaid shall
be payable on the date of such repayment or prepayment and (ii) in the event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion. Interest payable at the Post-Default Rate shall be payable from time to time on demand. Promptly after the determination of any interest rate provided for herein or any change therein, the Agent shall give notice thereof to
the Lenders to which such interest is payable and to the Borrower. All determinations by the Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error. 

Section 2.6 Number of Interest Periods. 

There may be no more than eight (8) different Interest Periods for Term Benchmark Loans outstanding at the same time. 

Section 2.7 Repayment of Loans. 
 The
Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Revolving Loans on the Termination Date. 

Section 2.8 Prepayments. 
 (a)
Optional. Subject to Section 4.4, the Borrower may prepay any Loan at any time without premium or penalty. The Borrower shall give the Agent at least one Business Day’s prior written notice of the prepayment of any Revolving Loan
that is a Base Rate Loan or an RFR Loan and at least three Business Days prior written notice of the prepayment of any Revolving Loan that is a Term Benchmark Loan. 

(b) Mandatory. If at any time the aggregate principal amount of all outstanding Revolving Loans, together with the aggregate amount of
all Letter of Credit Liabilities, exceeds the aggregate amount of the Commitments in effect at such time, the Borrower shall immediately pay to the Agent for the accounts of the Lenders the amount of such excess. Such payment shall be applied to pay
all amounts of principal outstanding on the Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2 and if any Letters of Credit are outstanding at such time the remainder, if any, shall be deposited into the Collateral
Account for application to any Reimbursement Obligations. If the Borrower is required to pay any outstanding Term Benchmark Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all
amounts due under Section 4.4. 
 (c) Derivatives Contracts. No repayment or prepayment pursuant to this Section shall affect any
of the Borrower’s obligations under any Derivatives Contract between the Borrower and any Lender (or any Affiliate of any Lender). 

  
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 Section 2.9 Continuation. 

So long as no Default or Event of Default shall exist, the Borrower may on any Business Day, with respect to any Term Benchmark Loan, elect to
maintain such Term Benchmark Loan or any portion thereof as a Term Benchmark Loan by selecting a new Interest Period for such Term Benchmark Loan or any portion thereof. Each new Interest Period selected under this Section shall commence on the last
day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Agent a Notice of Continuation not later than 11:00 a.m. on the third Business Day prior to the date of any such
Continuation. Such notice by the Borrower of a Continuation shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation,
(b) the Term Benchmark Loans and portions thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans
outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Agent shall notify each Lender by telecopy, or other similar form of
transmission, of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any Term Benchmark Loan in accordance with this Section, then, so long as no Default or Event of Default shall exist such
Loan will automatically, on the last day of the current Interest Period therefore, Continue as a Term Benchmark Loan with an Interest Period of one month. If a Default or Event of Default shall exist, each Term Benchmark Loan will automatically, on
the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the first sentence of Section 2.10 or the Borrower’s failure to comply with any of the terms of such Section. 

Section 2.10 Conversion. 
 The
Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Agent, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan or an RFR Loan may not be
Converted to a Term Benchmark Loan if a Default or Event of Default shall exist. Any Conversion of a Term Benchmark Loan into a Base Rate Loan or an RFR Loan shall be made on, and only on, the last day of an Interest Period for such Term Benchmark
Loan. Each such Notice of Conversion shall be given not later than 11:00 a.m. on the Business Day prior to the date of any proposed Conversion into Base Rate Loans or RFR Loans and on the third Business Day prior to the date of any proposed
Conversion into Term Benchmark Loans. Promptly after receipt of a Notice of Conversion, the Agent shall notify each Lender by telecopy, or other similar form of transmission, of the proposed Conversion. Subject to the restrictions specified above,
each Notice of Conversion shall be by telephone (confirmed immediately in writing) or telecopy in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the
portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a Term Benchmark Loan, the requested duration of the Interest Period of such Loan. Each Notice of
Conversion shall be irrevocable by and binding on the Borrower once given. 

  
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 Section 2.11 Notes. 

(a) Revolving Note. Unless a Lender requests not to receive a promissory note (and without limiting such Lender’s ability to
thereafter request a promissory note), the Revolving Loans made by each Lender shall, in addition to this Agreement, also be evidenced by a promissory note of the Borrower substantially in the form of Exhibit E (each a “Revolving
Note”), payable to such Lender (or if requested by such Lender, to such Lender and its registered assigns) in a principal amount equal to the amount of its Commitment and otherwise duly completed. 

(b) [Reserved]. 
 (c)
Records. The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on
its books and such entries shall be binding on the Borrower, absent manifest error; provided, however, that the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents. 

(d) Lost, Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of (i) written notice from a Lender that a Note of
such Lender has been lost, stolen, destroyed or mutilated, and (ii) (A) in the case of loss, theft or destruction, an unsecured agreement of indemnity from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of
mutilation, upon surrender and cancellation of such Note, the Borrower shall at its own expense execute and deliver to such Lender a new Note dated the date of such lost, stolen, destroyed or mutilated Note. 

Section 2.12 Voluntary Reductions of the Commitment. 

The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Commitments (for which purpose use of the
Commitments shall be deemed to include the aggregate amount of Letter of Credit Liabilities) at any time and from time to time without penalty or premium upon not less than 3 Business Days prior written notice to the Agent of each such termination
or reduction, which notice shall specify the effective date thereof and the amount of any such reduction and shall be irrevocable once given and effective only upon receipt by the Agent; provided, however, if the Borrower seeks to reduce the
aggregate amount of the Commitments below $150,000,000, then the Commitments shall all automatically and permanently be reduced to zero. The Agent will promptly transmit such notice to each Lender. The Commitments, once terminated or reduced may not
be increased or reinstated. 
 Section 2.13 Extension of Termination Date. 

The Borrower shall have the right, exercisable twice, to extend the Termination Date by six (6) months per extension (for a maximum total
extension of one year to June 30, 2027). The Borrower may exercise such right only by executing and delivering to the Agent at least 30 days but not more than 90 days prior to the current Termination Date, a written request for such extension
(an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be
extended for six (6) months effective upon receipt of the Extension Request and payment of the fee referred to in the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no 

  
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Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them
is a party, shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such extension with the same force and effect as if
made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and
as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.6(c). 

Section 2.14 Expiration or Maturity Date of Letters of Credit Past Termination Date. 

If on the date the Commitments are terminated or reduced to zero (whether voluntarily, by reason of the occurrence of an Event of Default or
otherwise), there are any Letters of Credit outstanding hereunder with respect to which the Borrower has not complied with the conditions set forth in the second proviso of Section 2.4(c), the Borrower shall, on such date, pay to the Agent an
amount of money sufficient to cause the balance of available funds on deposit in the Collateral Account to equal the Stated Amount of such Letter(s) of Credit for deposit into the Collateral Account. 

Section 2.15 Amount Limitations. 

Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, the Issuing Bank shall
not be required to issue a Letter of Credit and no reduction of the Commitments pursuant to Section 2.12 shall take effect, if immediately after the making of such Loan (and the application of the proceeds of such Loan), the issuance of such
Letter of Credit or such reduction in the Commitments, the aggregate Revolving Credit Exposures, would exceed the aggregate amount of the Commitments at such time. 

Section 2.16 Incremental Facilities. 

(a) Incremental Facility Request. The Borrower may, by written notice to the Agent on one or more occasions on or after the Effective
Date, elect to request (A) an increase to the existing Commitments (any such increase, the “New Revolving Commitments”) and/or (B) the establishment of one or more new term loan commitments (the “New Term Loan
Commitments”, and together with the New Revolving Commitments, the “Incremental Commitments”), by an aggregate amount of $500,000,000 that would result in the sum of all Commitments (both existing Commitments and New Revolving
Commitments) plus all New Term Loan Commitments, if any, not exceeding $1,100,000,000 in the aggregate (each such amount in addition to the Commitments as of the Effective Date, a “Facility Increase” and the maximum aggregate increase, the
“Maximum Increase Amount”) and not less than $25,000,000 per request (or such lesser amount which shall be approved by Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount and the sum of all
such New Revolving Commitments plus New Term Loan Commitments obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”)
on which the Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business 

  
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Days, nor more than 30 Business Days after the date on which such notice is delivered to the Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each
Lender or other Eligible Assignee who agrees to provide all or a portion of the New Revolving Commitments being referred to herein as a “New Revolving Lender” and each Lender or other Eligible Assignee who agrees to provide all or portion
of the New Term Loan Commitments being referred to herein as a “New Term Loan Lender”, as applicable) to whom the Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and
the amounts of such allocations; provided that (x) any Lender or other Eligible Assignee approached to provide all or a portion of the New Revolving Commitments or New Term Loan Commitments, as applicable, may elect or decline, in its sole
discretion, to provide a New Revolving Commitment or New Term Loan Commitment, as applicable and (y) any proposed Eligible Assignee for a New Revolving Commitment that is not already a Lender with an existing Commitment shall require the
consent of the Agent and the Issuing Banks. 
 (b) Conditions to Effectiveness of Facility Increase. Such New Revolving Commitments or
New Term Loan Commitments, as applicable, shall become effective as of such Increased Amount Date, subject to the satisfaction of each of the following conditions precedent, as determined by the Agent in its good faith judgment: 

(i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Facility
Increase; 
 (ii) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true
and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on the effective date of such Incremental Commitments, except to the extent that such representations and
warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any such representation or warranty already qualified by
materiality, in all respects) on and as of such earlier date); 
 (iii) the New Revolving Commitments and/or New Term Loan
Commitments, as applicable, shall be effected pursuant to one or more joinder agreements in form and substance reasonably satisfactory to, and executed and delivered by, the Borrower, each New Revolving Lender and/or each New Term Loan Lender, as
applicable, and the Agent, each of which shall be recorded in the Register, and each New Revolving Lender and New Term Loan Lender, as applicable, shall be subject to the requirements set forth in Section 3.12, and any New Revolving Lender
and/or New Term Loan Lender who is not already a Lender shall become a Lender hereunder; 
 (iv) the Borrower shall make any
payments required pursuant to Section 4.4 in connection with the New Revolving Commitments; 
 (v) the Borrower shall
deliver or cause to be delivered any promissory notes, certificates, legal opinions, resolutions or other documents reasonably requested by the Agent in connection with any such transaction, consistent with those delivered on the Effective Date
under Section 5.1; 

  
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 (vi) as requested by the Agent, the Loan Parties shall have acknowledged and
ratified that their obligations under the applicable Loan Documents remain in full force and effect, and continue to guaranty the Obligations under the Loan Documents, as modified by the applicable Facility Increase and the implementation thereof;
and 
 (vii) the Borrower shall have paid, pursuant to separate agreements between the Borrower and the Agent, the arranger
for the Facility Increase, the New Revolving Lenders and/or the New Term Loan Lenders, (A) all reasonable costs and expenses incurred by the Agent in connection with the applicable Facility Increase and (B) any fees that the Borrower has
agreed to pay to the arranger for the Facility Increase, the New Revolving Lenders and/or the New Term Loan Lenders in connection with such Facility Increase. 

(c) Additional Facility Increase Matters. 

(i) On any Increased Amount Date on which New Revolving Commitments are effective, subject to the satisfaction of the foregoing
terms and conditions, (a) each of the Lenders with an existing Commitment shall assign to each of the New Revolving Lenders, and each of the New Revolving Lenders shall purchase from each of the Lenders with an existing Commitment, at the
principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving
Loans will be held by existing Lenders and New Revolving Lenders ratably in accordance with their Commitments after giving effect to the addition of such New Revolving Commitments to the Commitments, (b) each Lender with an existing Commitment
shall automatically and without further act be deemed to have assigned to each of the New Revolving Lenders, and each such New Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such existing
Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the aggregate outstanding participations hereunder in Letters of Credit will be
held by existing Lenders and New Revolving Lenders ratably in accordance with their Commitments after giving effect to the addition of such New Revolving Commitments to the Commitments, (c) each New Revolving Commitment shall be deemed for all
purposes a Commitment and each loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (d) each New Revolving Lender shall become a Lender with respect to the New Revolving Commitment and
all matters relating thereto. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant
to this Section 2.16. 
 (ii) On any Increased Amount Date on which any New Term Loan Commitments of any Series are
effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such
Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitments of such Series and the New Term Loans of such Series made pursuant thereto. Any New Term Loans made on any
Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. 

  
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 (iii) The Agent shall notify Lenders promptly upon receipt of the
Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Commitments or the Series of New Term Loan Commitments, as applicable, and (z) in the case of each notice to any Lender with a Commitment,
the respective interests in such Lender’s Loans, in each case subject to the assignments contemplated by this Section 2.16. 

(iv) The terms and provisions of the New Revolving Loans shall be identical to the existing Revolving Loans. Furthermore,
(a) the terms of any such New Term Loans of any Series shall not provide for any amortization payments on or prior to the Termination Date of the existing Revolving Loans, but may permit voluntary prepayment, (b) the applicable New Term
Loan maturity date of each Series shall be no earlier than the latest Termination Date of the existing Revolving Loans, (c) any guarantees provided in respect of the New Term Loans shall also guarantee the other Obligations and (d) the
Applicable Margins and other terms for any New Term Loans shall be as set forth in the joinder agreement for such New Term Loans described in clause (v) below. 

(v) Each joinder agreement executed in connection with a Facility Increase may, without the consent of any other Lenders,
effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the good faith judgment of Agent, to effect the provisions of this Section 2.16, subject to approval by the Borrower; provided however,
that any amendments to Articles V through X that adversely affect a Lender shall be subject to Section 12.6. Notwithstanding anything to the contrary set forth in this Agreement (including Section 12.6(b)), such permitted amendments shall
include (A) the New Revolving Lenders and/or New Term Loan Lenders as “Lenders” hereunder, (B) the New Revolving Commitments and/or New Term Loan Commitments as “Commitments” hereunder, (C) the New Revolving Loans
and/or New Term Loans as “Loans” hereunder, and (D) amendments to Section 3.2 and Section 3.3 and Section 10.4 to provide for the pro rata sharing amount applicable to the Revolving Loans and the New Term Loans based on
the respective total amount of such Loans. All such amendments and joinder agreements entered into with the applicable Loan Parties by the Agent which comply with the provisions of this Section 2.16 shall be binding and conclusive on all
Lenders. 
 Section 2.17 Sustainability Adjustments. 

(a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended calendar year, the Applicable
Margin shall be decreased (or not decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Rate Adjustment shall be applied as of
the fifth Business Day following receipt by the Agent of a Pricing Certificate delivered pursuant to Section 2.17(f) based upon the Sustainability Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate
Adjustment (such day, the “Sustainability Pricing Adjustment Date”) and (B) each change in the Applicable Margin resulting from a Pricing Certificate shall be effective during the period commencing on and including the applicable
Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate, the last day
such Pricing Certificate could have been delivered pursuant to the terms of Section 2.17(f)). 

  
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 (b) For the avoidance of doubt, only one Pricing Certificate may be delivered in respect of
any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than 0.02% pursuant to the Sustainability Rate Adjustment during any calendar year. For the avoidance of doubt, any adjustment to the
Applicable Margin by reason of meeting one or several Sustainability Metrics in any year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. For the
avoidance of doubt, the first Pricing Certificate will be delivered in 2023 for fiscal year 2022. 
 (c) It is hereby understood and agreed
that if no such Pricing Certificate is delivered by the Borrower with regard to a particular calendar year, the Sustainability Rate Adjustment will be 0% commencing on the last day such Pricing Certificate could have been delivered pursuant to the
terms of Section 2.17(f) and continuing until the Borrower delivers a Pricing Certificate to the Agent for the applicable calendar year. 

(d) If (i)(A) any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment as reported in a Pricing Certificate
(any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and such Lender delivers, not later than 10 Business Days after obtaining knowledge thereof, a written notice to the Agent describing such Pricing Certificate Inaccuracy in
reasonable detail (which description shall be shared with each Lender and the Borrower) and the Agent, after consultation with the Borrower, shall agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing
Certificate, or (B) the Borrower becomes aware of a Pricing Certificate Inaccuracy and the Borrower and the Agent shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and
(ii) a proper calculation of the Sustainability Rate Adjustment would have resulted in an increase in the Applicable Margin for any period, the Borrower shall be obligated to pay to the Agent for the account of the applicable Lenders promptly
on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief
Laws), automatically and without further action by the Agent or any Lender), but in any event within 10 Business Days after the Borrower has received written notice of (in the case of clause (d)(i)(A) above), or has agreed in writing that there was
(in the case of clause (d)(i)(B) above), a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees
actually paid for such period. 
 It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or
Event of Default; provided, that, the Borrower complies with the terms of this Section 2.17(d) and Section 8.4(n) with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, unless
such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief
Laws), (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the 

  
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earlier to occur of (i) written demand for such payment by the Agent in accordance with such paragraph or (ii) 10 Business Days after the Borrower has received written notice of (in the case
of clause (d)(i)(A) above), or has agreed in writing that there was (in the case of clause (d)(i)(B) above), a Pricing Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (b) any nonpayment of such additional
amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to the Certificate Inaccuracy Payment Date or
shall accrue interest at the Default Rate prior to the Certificate Inaccuracy Payment Date. 
 (e) Each party hereto hereby agrees that
neither the Sustainability Structuring Agent nor the Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Rate Adjustment (or any of
the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate (and the Agent may rely conclusively on any such certificate, without further inquiry). 

(f) As soon as available and in any event within 210 days following the end of each fiscal year of the Borrower (commencing with the fiscal
year ending 2022), the Borrower shall deliver to the Agent and the Lenders a Pricing Certificate for the most recently ended calendar year; provided, that, for any calendar year the Borrower may elect not to deliver a Pricing
Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 210-day period shall result in the Sustainability Rate
Adjustment being applied as set forth in clause (c) above). 
 ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS 

Section 3.1 Payments. 
 Except to the
extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower under this Agreement or any other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set off
or counterclaim, to the Agent at its Principal Office, not later than 2:00 p.m. on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding
Business Day). Subject to Section 10.4, the Borrower may, at the time of making each payment under this Agreement or any Note, specify to the Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each
payment received by the Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender at the applicable Lending Office of such Lender no later than 5:00 p.m. on the date of receipt. If the Agent fails to pay such
amount to a Lender as provided in the previous sentence, the Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. If the due date of any payment under this
Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall be payable for the period of such extension. 

  
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 If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.1(c), Section 2.4(a), Section 2.4(e) or Section 11.7, then the Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for the account
of such Lender for the benefit of the Agent to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral
for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Agent in its discretion. 

Section 3.2 Pro Rata Treatment. 

Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Section 2.1(a) and 2.4(e) shall be made
from the Lenders, each payment of the Fees under Section 3.6(a), the first sentence of Section 3.6(b) and Section 3.6(c) shall be made for the account of the Lenders, and each termination or reduction of the amount of the Commitments
under Section 2.12 shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (b) each payment or prepayment of principal of Revolving Loans by the Borrower shall be
made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that if immediately prior to giving effect to any such payment in respect of any Revolving Loans
the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made, then such payment shall be applied to the Revolving Loans
in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on
Revolving Loans by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of
Revolving Loans of a particular Type (other than Conversions provided for by Section 4.6) shall be made pro rata among the Lenders according to the amounts of their respective applicable Commitments (in the case of making of Revolving Loans) or
their respective Revolving Loans (in the case of Conversions and Continuations of Revolving Loans) and the then current Interest Period for each Lender’s portion of each Revolving Loan of such Type shall be coterminous; and (e) the
Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4, shall be pro rata in accordance with their respective Commitments. 

Section 3.3 Sharing of Payments, Etc. 

If a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain
payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set off, banker’s lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or
other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2 or Section 10.4, as applicable, such Lender
shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make
such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro
rata in accordance with 

  
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Section 3.2 or Section 10.4, as applicable; provided that the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments or Loans to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment
is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders may exercise all rights of set off, banker’s lien,
counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall
affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. 

Section 3.4 Several Obligations. 
 No
Lender shall be responsible for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to make a Loan or to perform any other obligation
to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform any other obligation to be made or performed by such other Lender. 

Section 3.5 Minimum Amounts. 
 (a)
Borrowings and Conversions. Except as otherwise provided in Section 2.4(e), each borrowing of Base Rate Loans and RFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof. Each
borrowing, Conversion and Continuation of Term Benchmark Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. 

(b) Prepayments. Each voluntary prepayment of Revolving Loans shall be in an aggregate minimum amount of $1,000,000 and integral
multiples of $500,000 in excess thereof (or, if less, the aggregate principal amount of Revolving Loans then outstanding). 
 (c)
Reductions of Commitments. Each reduction of the Commitments under Section 2.12 shall be in an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. 

(d) Letters of Credit. The initial Stated Amount of each Letter of Credit shall be at least $50,000. 

Section 3.6 Fees. 
 (a) Facility
Fees. The Borrower agrees to pay to the Agent for the account of each Lender a facility fee equal to the average daily amount of the Commitment of such Lender (whether or not utilized) times the Facility Fee for the period from and including the
Effective Date to but excluding the date such Commitment is terminated or reduced to zero or the Termination Date, such fee to be paid in arrears on (i) the last day of March, June, September and December in each year, (ii) the date of
each reduction in the Commitments (but only on the amount of the reduction) and (iii) on the Termination Date. 

  
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 (b) Letter of Credit Fees. The Borrower agrees to pay to the Agent for the account of
each Lender a letter of credit fee at a rate per annum equal to the Applicable Margin for Revolving Loans that are Term Benchmark Loans (or while an Event of Default exists, at a per annum rate equal to 2%) times the daily average Stated Amount of
each Letter of Credit for the period from and including the date of issuance of such Letter of Credit (x) through and including the date such Letter of Credit expires or is terminated or (y) to but excluding the date such Letter of Credit
is drawn in full and is not subject to reinstatement, as the case may be. The fees provided for in the immediately preceding sentence shall be nonrefundable and payable in arrears on (i) the last day of March, June, September and December in
each year, (ii) the Termination Date, (iii) the date the Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Agent. In addition, the Borrower shall pay to each Issuing Bank for its own
account and not the account of any Lender, an issuance fee in respect of each Letter of Credit issued by such Issuing Bank equal to the greater of (i) $500 or (ii) one eighth of one percent (0.125%) per annum on the Stated Amount of such Letter
of Credit payable (A) for the period from and including the date of issuance of such Letter of Credit through and including the expiration date of such Letter of Credit and (B) if the expiration date of any Letter of Credit is extended
(whether as a result of the operation of an automatic extension clause or otherwise), for the period from but excluding the previous expiration date to and including the extended expiration date. The fees provided for in the immediately preceding
sentence shall be nonrefundable and payable in arrears on (i) the last day of March, June, September and December in each year, (ii) the Termination Date, (iii) the date the Commitments are terminated or reduced to zero and
(iv) thereafter from time to time on demand of the Agent. The Borrower shall pay directly to each Issuing Bank from time to time within five (5) Business Days after demand, all reasonable commissions, charges, costs and expenses in the
amounts customarily charged by such Issuing Bank from time to time in like circumstances with respect to the issuance of each Letter of Credit, drawings, amendments and other transactions relating thereto, which demand shall be accompanied by a
statement setting forth the basis and method for determining the amount of such requested commissions, charges, costs and expenses. 
 (c)
Extension Fee. If the Borrower exercises its right to extend the Termination Date in accordance with Section 2.13, the Borrower agrees to pay to the Agent for the account of each Lender a fee for each extension equal to 0.0625% of the
amount of such Lender’s Commitment (whether or not utilized) at the time of such extension. Such fee shall be due and payable in full on the effective date of such extension. 

(d) Administrative and Other Fees. The Borrower agrees to pay the administrative and other fees of the Agent and the Co-Lead Arrangers as may be agreed to in the Fee Letters or otherwise in writing by the Borrower, the Agent and the Co-Lead Arrangers from time to time. 

  
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 Section 3.7 Computations. 

Unless otherwise expressly set forth herein, any accrued interest on any Term Benchmark Loan, shall be computed on the basis of a year of 360
days and the actual number of days elapsed and any accrued interest on any Base Rate Loan (when based on the Prime Rate or NYFRB Rate), any Fees or any other Obligations due hereunder shall be computed on the basis of a year of 365 or 366, as the
case may be, days and the actual number of days elapsed. Interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis
based upon the outstanding principal amount of such Loan as of the applicable date of determination. 
 Section 3.8 Usury. 

In no event shall the amount of interest due or payable on the Loans or other Obligations exceed the maximum rate of interest allowed by
Applicable Law and, if any such payment is paid by the Borrower or any other Loan Party or received by any Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing
that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of
that which may be lawfully paid by the Borrower under Applicable Law. 
 Section 3.9 Agreement Regarding Interest and Charges. 

The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this
Agreement is and shall be the interest specifically described in Sections 2.5(a)(i) through (v). Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, facility fees, closing fees,
letter of credit fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Agent or any Lender to third parties
or for damages incurred by the Agent or any Lender, in each case which are paid or to be paid by the Borrower in connection with the transactions contemplated by this Agreement and the other Loan Documents, are charges made to compensate the Agent
or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to be performed or incurred, by the Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to
be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable when due. 

Section 3.10 Statements of Account. 

The Agent will account to the Borrower monthly with a statement of Loans, Letters of Credit, accrued interest and Fees, charges and payments
made pursuant to this Agreement and the other Loan Documents, and such account rendered by the Agent shall be deemed conclusive upon Borrower absent demonstrable error. The failure of the Agent to deliver such a statement of accounts shall not
relieve or discharge the Borrower from any of its obligations hereunder. 
 Section 3.11 Defaulting Lenders. 

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Lender is a Defaulting Lender: 

  
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 (a) each Defaulting Lender shall be entitled to receive a facility fee under
Section 3.6(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the outstanding principal amount of the Revolving Loans funded by it, and (2) its Commitment Percentage of the
stated amount of Letters of Credit for which it has provided cash collateral; 
 (b) the Commitment, Revolving Credit Exposure, and New Term
Loans of such Defaulting Lender shall not be included in determining whether the Requisite Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 12.6);
except (i) such Defaulting Lender’s Commitment may not be increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans or Letters of Credit may not be reduced or excused or the
scheduled date of payment may not be postponed as to such Defaulting Lender (except as otherwise provided herein) without such Defaulting Lender’s consent; 

(c) if any Letter of Credit Liabilities exist at the time such Lender becomes a Defaulting Lender then: 

(i) all or any part of the Letter of Credit Liability of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent (x) each non-Defaulting Lender’s Revolving Credit Exposure would not exceed its Commitment, and (y) the conditions set forth in Sections 5.2(a) and (b) are satisfied at such time; 

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall,
without prejudice to any rights or remedy available to the Borrower hereunder or under law, within five (5) Business Days following notice by the Agent, cash collateralize for the benefit of each applicable Issuing Bank only the Borrower’s
obligations corresponding to such Defaulting Lender’s Letter of Credit Liability (after giving effect to any partial reallocation pursuant to clause (i) above and any cash collateral provided by the Defaulting Lender) by depositing cash
collateral into the Collateral Account pursuant to Section 10.5 for so long as such Letter of Credit Liability is outstanding; 

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Letter of Credit Liability pursuant to
clause (ii) above, the Borrower shall not be required to pay any letter of credit fees to such Defaulting Lender pursuant to Section 3.6(b) with respect to such Defaulting Lender’s Letter of Credit Liability during the period such
Defaulting Lender’s Letter of Credit Liability is cash collateralized; 
 (iv) if the Letter of Credit Liability of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the letter of credit fees payable to the Lenders pursuant to Section 3.6(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Commitment Percentages and such fees payable to the Defaulting Lenders pursuant to Section 3.6(b) shall be reduced accordingly; and 

  
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 (v) if all or any portion of such Defaulting Lender’s Letter of Credit
Liability is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Agent or any other Lender hereunder, all letter of credit fees payable under
Section 3.6(b) with respect to such Defaulting Lender’s Letter of Credit Liability shall be payable to each applicable Issuing Bank until and to the extent that such Letter of Credit Liability is reallocated and/or cash collateralized;

 (d) so long as any Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue, amend or increase any Letter of
Credit, unless they are satisfied that the related exposure and the Defaulting Lender’s then outstanding Letter of Credit Liability will be 100% covered by the Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Borrower in accordance with Section 3.11(c), and participating interests in any newly issued or increased Letter of Credit shall be allocated among
non-Defaulting Lenders in a manner consistent with Section 3.11(c)(i) (and such Defaulting Lender shall not participate therein); and 

(e) In the event that the Agent, the Borrower and the Issuing Banks each reasonably determines that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the Letter of Credit Liabilities of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such
of the Loans of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Commitment Percentage and all cash collateral deposited or then held with respect to such
Lender’s Letter of Credit Liability that was provided by the Borrower shall be delivered to the Borrower; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. 

(f) Nothing contained in this Section or elsewhere in this Agreement shall be deemed to reduce the Commitment of any Lender or in any way
affect the rights of Borrower with respect to any Defaulting Lender or, if the Agent is a Defaulting Lender, the Agent. Except as expressly set forth in this Section 3.11, the status of any Lender as a Defaulting Lender shall not relieve any
other Lender of its obligations to fund its Commitment or otherwise perform its obligations in accordance with the provisions of this Agreement. 

(g) Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Article 10 or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 12.3 shall be applied at such time or times as may be determined by the Agent as follows: first, to
the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks hereunder; third, to cash collateralize the Issuing
Banks’ exposure to such Defaulting Lender’s Letter of Credit Liability in accordance with subsection (c) above; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving
Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Agent and the Borrower, to be held in a deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash 

  
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collateralize the Issuing Banks’ exposure to such Defaulting Lender’s future Letter of Credit Liability with respect to future Letters of Credit issued under this Agreement, in
accordance with subsection (c) above; sixth, to the payment of any amounts owing to the Lenders or the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court
of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or amounts owing by such Defaulting Lender under Section 2.4(e) in respect of Letters of Credit (such amounts
“L/C Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth
in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Revolving Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders in accordance with
their Commitment Percentages without giving effect to Section 3.11(c)(i). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash
collateral pursuant to this subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(h) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this Section 3.11 in respect of
Letters of Credit by a Defaulting Lender shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including any interest accrued on such obligation) for which
the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein (including, without limitation, subsection (g) of this Section 3.11). 

(i) If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur
following the date hereof and for so long as such event shall continue or (ii) any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits
to extend credit, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit unless such Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to such Issuing Bank to defease any
risk to it in respect of such Lender hereunder. 
 Section 3.12 Taxes. 

(a) Defined Terms. For purposes of this Section 3.12, “applicable law” includes FATCA. 

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

 (c) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance
with applicable law, or at the option of the Agent timely reimburse it or any Lender for the payment of, any Other Taxes. 
 (d)
Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after Borrower’s receipt of written notice of demand therefor together with a certificate specifying the amount of such payment or liability and
the calculation thereof in reasonable detail (with a copy to the Agent), for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) paid or payable by such
Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error. 
 (e) Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand
therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii)
any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.5(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are
payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (e). 

(f) Evidence of Payments. Within a reasonable time after any payment of Taxes by the Borrower to a Governmental Authority pursuant to
this Section 3.12, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Agent. 

  
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 (g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or
reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed
documentation reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.12(g) (ii)(A), (ii)(B) and
(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would materially prejudice the legal or commercial position of such Lender. 

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

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from
U.S. federal backup withholding tax; 
 (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver
to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Agent), whichever of the following is applicable: 
 (i) in the case of a Foreign Lender claiming the
benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with
respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(ii) an executed copy of IRS Form W-8ECI; 

  
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 (iii) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN or IRS Form W 8BEN E; or 

(iv) to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form
W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form
W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more
direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit
F-4 on behalf of each such direct and indirect partner; 
 (C) any Foreign Lender
shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax,
duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Agent to determine the withholding or deduction required to be made; and 

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrower or the 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 Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under
FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

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

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 3.12 (including by the payment of additional amounts pursuant to this Section 3.12), it shall pay to the indemnifying party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section 3.12 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party in connection with obtaining such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of
such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) to the extent the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be
construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to, or to file for or pursue any refund of Taxes on behalf of, the indemnifying party or any
other Person. 
 (i) Survival. Each party’s obligations under this Section 3.12 shall survive the resignation or
replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

ARTICLE IV. YIELD PROTECTION, ETC. 

Section 4.1 Additional Costs; Capital Adequacy. 

(a) If any Regulatory Change shall: 

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory
loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or Issuing Bank; 

(ii) impose on any Lender or Issuing Bank or the applicable offshore interbank market any other condition, cost or expense
(other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or 

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; 

  
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 and (x) the result of any of the foregoing shall be to increase the cost to such Lender or such other
Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or
maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise) and (y) such Lender, Issuing Bank or
other Recipient is generally imposing such costs or amounts on other borrowers of such Lender, Issuing Bank or other Recipient in similar circumstances, then the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the
case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 

(b) If (i) any Lender or Issuing Bank determines that any Regulatory Change regarding capital or liquidity ratios or requirements has or
would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made
by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have
achieved but for such Regulatory Change (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) and
(ii) such Lender or Issuing Bank is generally imposing such additional amount or amounts on other borrowers of such Lender or Issuing Bank in similar circumstances, then from time to time the Borrower will pay to such Lender or Issuing Bank, as
the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered. 

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be,
the amount shown as due on any such certificate within 10 days after receipt thereof. 
 (d) Failure or delay on the part of any Lender or
Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender
or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such
increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof. 

  
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 Section 4.2 Alternate Rate of Interest. 

(a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 4.2, if: 

(i) the Agent reasonably determines (which determination shall be conclusive absent manifest error) (A) prior to the
commencement of any Interest Period for a Term Benchmark Loan, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or
published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Daily Effective SOFR or the Adjusted Daily Effective SOFR Rate; or 

(ii) the Agent is advised by the Requisite Lenders that (A) prior to the commencement of any Interest Period for a Term
Benchmark Loan, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) for such Interest Period or (B) at any time, the
Adjusted Daily Effective SOFR Rate will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan); 

then the Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and,
until (x) the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Continuation in accordance
with the terms of Section 2.9, a new Notice of Conversion in accordance with the terms of Section 2.10 or a new Notice of Borrowing in accordance with the terms of Section 2.1(b), (1) any Notice of Continuation or Notice of
Conversion that requests the conversion of any Loan to, or continuation of any Loan as, a Term Benchmark Loan and any Notice of Borrowing that requests a Term Benchmark Loan shall instead be deemed to be a Notice of Continuation, a Notice of
Conversion or Notice of Borrowing, as applicable, for (x) an RFR Loan so long as the Adjusted Daily Effective SOFR Rate is not also the subject of Section 4.2(a)(i) or (ii) above or (y) a Base Rate Loan if the Adjusted Daily
Effective SOFR Rate also is the subject of Section 4.2(a)(i) or (ii) above and (2) any Notice of Borrowing that requests an RFR Loan shall instead be deemed to be a Notice of Borrowing, as applicable, for a Base Rate Loan; provided
that if the circumstances giving rise to such notice affect only one Type of Loans, then all other Types of Loan shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt
of the notice from the Agent referred to in this Section 4.2(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Agent notifies the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Continuation in accordance with the terms of Section 2.9, a new Notice of Conversion in accordance with the
terms of Section 2.10 or a new Notice of Borrowing in accordance with the terms of Section 2.1(b), (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if
such day is not a Business Day), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Effective SOFR Rate is not also the subject of Section 4.2(a)(i) or (ii) above or (y) a Base Rate
Loan if the Adjusted Daily Effective SOFR Rate also is the subject of Section 4.2(a)(i) or (ii) above, on such day, and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.


  
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 (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes
hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Requisite
Lenders. 
 (c) Notwithstanding anything to the contrary herein or in any other Loan Document, the Agent will have the right to make
Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without
any further action or consent of any other party to this Agreement or any other Loan Document. 
 (d) The Agent will promptly notify the
Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or
reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 4.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or
date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any
other Loan Document, except, in each case, as expressly required pursuant to this Section 4.2. 
 (e) Notwithstanding anything to the
contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor
for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such
Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark
settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a
screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),
then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. 

  
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 (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark
Unavailability Period, the Borrower may revoke any request for a Term Benchmark Loan or RFR Loan of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing
that, the Borrower will be deemed to have converted any request for (1) a Term Benchmark Loan into a request for a borrowing of or conversion to (A) an RFR Loan so long as the Adjusted Daily Effective SOFR Rate is not the subject of a
Benchmark Transition Event or (B) a Base Rate Loan if the Adjusted Daily Effective SOFR Rate is the subject of a Benchmark Transition Event or (2) an RFR Loan into a request for a Base Rate Loan. During any Benchmark Unavailability Period
or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base
Rate. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark
Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 4.2, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day
if such day is not a Business Day), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Effective SOFR Rate is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the
Adjusted Daily Effective SOFR Rate is the subject of a Benchmark Transition Event, and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan. 

Section 4.3 Illegality. 

Notwithstanding any other provision of this Agreement, (i) if any Lender shall reasonably determine (which determination shall be
conclusive and binding) that it has become unlawful for such Lender to honor its obligation to make or maintain Term Benchmark Loans or RFR Loans hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy to the Agent) and
such Lender’s obligation to make or Continue, or to Convert Loans of any other Type into, Term Benchmark Loans or RFR Loans shall be suspended until such time as such Lender may again make and maintain Term Benchmark Loans or RFR Loans (in
which case the provisions of Section 4.6 shall be applicable) and (ii) if any Issuing Bank shall reasonably determine (which determination shall be conclusive and binding) that it has become unlawful for such Issuing Bank to issue any
Letter of Credit, then such Issuing Bank shall promptly notify the Borrower and the Agent thereof and such Issuing Bank’s obligation to issue Letters of Credit shall be suspended until such time as such Issuing Bank may again issue Letters of
Credit. 
 Section 4.4 Compensation. 

Subject to delivery of a statement if requested by the Borrower as permitted below, the Borrower shall pay to the Agent for the account of each
Lender, within 5 Business Days following the request of such Lender through the Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate it for any loss, cost or expense (excluding lost profit and
loss of margin) that such Lender reasonably determines is attributable to: 

  
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 (a) any payment or prepayment (whether mandatory or optional) of a Term Benchmark Loan or
Conversion of a Term Benchmark Loan, made by such Lender for any reason (including, without limitation, acceleration) on a date other than the last day of the Interest Period for such Loan; 

(b) any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent
specified in Article V to be satisfied) to borrow a Term Benchmark Loan from such Lender on the requested date for such borrowing, or to Convert a Base Rate Loan or RFR Loan into a Term Benchmark Loan or Continue a Term Benchmark Loan on the
requested date of such Conversion or Continuation; or 
 (c) the assignment of any Term Benchmark Loan other than on the last day of an
Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 4.5. 
 Upon the Borrower’s request, any Lender
requesting compensation under this Section shall provide the Borrower with a statement setting forth in reasonable detail the basis for requesting such compensation and the method for determining the amount thereof. Absent manifest error,
determinations by any Lender in any such statement shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith. 

Section 4.5 Affected Lenders. 
 If
(a) a Lender requests compensation pursuant to Section 3.12 or 4.1, and the Requisite Lenders are not also doing the same, or (b) the obligation of any Lender to make Term Benchmark Loans or RFR Loans or to Continue, or to Convert
Base Rate Loans or RFR Loans into, Term Benchmark Loans or RFR Loans shall be suspended pursuant to Section 4.3 but the obligation of the Requisite Lenders shall not have been suspended under such Sections or (c) a Lender becomes a
Defaulting Lender or (d) a Lender does not vote in favor of any amendment, modification or waiver to the requirements of Section 9.7(c)(i)(y) or a Default or Event of Default under Section 10.1(m)(i), (ii), or (iii) and the
Requisite Lenders shall have voted in favor of such amendment, modification or waiver, then, so long as there does not then exist any Default or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected
Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment and Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 12.5(b) for a purchase price equal to the aggregate
principal balance of all Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and
Eligible Assignee, or (ii) solely, with respect to clause (c), pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees
owing to the Affected Lender, whereupon the Loans and Commitment of the Affected Lender shall be terminated and the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan
Documents. Each of the Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Agent, such Affected Lender nor


  
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any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section
shall be at the Borrower’s sole cost and expense and at no cost or expense to the Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected
Lender compensation owing to such Affected Lender pursuant to Section 3.12 or 4.1 with respect to periods up to the date of replacement. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of
a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (A) an assignment required pursuant to this paragraph may be effected
pursuant to an Assignment and Assumption executed by the Borrower, the Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Agent and such
parties are participants), and (B) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that,
following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided that any
such documents shall be without recourse to or warranty by the parties thereto. 
 Section 4.6 Treatment of Affected Loans. 

If the obligation of any Lender to make Term Benchmark Loans or RFR Loans or to Continue, or to Convert Base Rate Loans or RFR Loans into, Term
Benchmark Loans or RFR Loans shall be suspended pursuant to Section 4.3, then such Lender’s Term Benchmark Loans or RFR Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then current Interest Period(s)
for Term Benchmark Loans (or, in the case of a Conversion required by Section 4.3, if such Lender has determined in good faith that it may not lawfully continue to maintain any Term Benchmark Loans to the end of the then current Interest
Period, then on such earlier date as such Lender may specify to the Borrower with a copy to the Agent) or on the date specified by such Lender for RFR Loans (without payment of any amount that Borrower would otherwise be obligated to pay pursuant to
Section 4.4) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 4.1 or 4.3 that gave rise to such Conversion no longer exist: 

(a) to the extent that such Lender’s Term Benchmark Loans or RFR Loans have been so Converted, all payments and prepayments of principal
that would otherwise be applied to such Lender’s Term Benchmark Loans or RFR Loans shall be applied instead to its Base Rate Loans; and 

(b) all Loans that would otherwise be made or Continued by such Lender as Term Benchmark Loans or RFR Loans shall be made or Continued instead
as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be Converted into Term Benchmark Loans or RFR Loans shall remain as Base Rate Loans. 

  
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 If such Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in
Section 4.1 or 4.3 that gave rise to the Conversion of such Lender’s Term Benchmark Loans or RFR Loans pursuant to this Section no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time
when Term Benchmark Loans or RFR Loans made by other Lenders are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Term Benchmark
Loans or RFR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Term Benchmark Loans or RFR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in
accordance with their respective applicable Commitment Percentages. 
 Section 4.7 Change of Lending Office. 

Each Lender agrees that it shall use reasonable efforts to designate an alternate Lending Office with respect to any of its Loans affected by
the matters or circumstances described in Section 3.12, 4.1 or 4.3 to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender
in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection
with such designation. 
 ARTICLE V. CONDITIONS PRECEDENT 

Section 5.1 Initial Conditions Precedent. 

The effectiveness of this Agreement and the obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder,
whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the following conditions precedent: 
 (a) The Agent
shall have received each of the following, in form and substance satisfactory to the Agent: 
 (i) counterparts of this
Agreement executed by each of the parties hereto (which, subject to Section 12.14, may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed
signature page); 
 (ii) Revolving Notes (except for any Lender who has requested not to receive a promissory note), executed
by the Borrower, payable to each Lender and complying with the applicable provisions of Section 2.11; 
 (iii) the
Facility Guaranty executed by the Parent and each other Person that the Borrower elects to make a Guarantor on the Effective Date; 

(iv) an opinion of counsel to the Loan Parties, addressed to the Agent and the Lenders in form and substance reasonably
satisfactory to the Agent; 
 (v) the articles of incorporation, articles of organization, certificate of limited partnership
or other comparable organizational instrument (if any) of the Borrower and each other Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party, or, in the case of the Parent only, certified by
the Secretary or Assistant Secretary of the Parent; 

  
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 (vi) a certificate of good standing or certificate of similar meaning with
respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued by each Secretary of
State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; 

(vii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar
functions) of each Loan Party with respect to each of the officers of such Loan Party or its constituent partners or members authorized to execute and deliver the Loan Documents to which such Loan Party is a party and, in the case of the Borrower,
the officers of the Borrower then authorized to deliver Notices of Borrowing, Notices of Continuation and Notices of Conversion and to request the issuance of Letters of Credit; 

(viii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan
Party of (i) the by-laws of such Loan Party, if a corporation, the operating agreement of such Loan Party, if a limited liability company, the partnership agreement of such Loan Party, if a limited or
general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance
of the Loan Documents to which it is a party; 
 (ix) a certificate from a Responsible Officer of the Parent and the Borrower
to the effect that (x) all representations and warranties of the Loan Parties contained in the Loan Documents are true, correct and complete in all material respects and (y) immediately after giving effect to the transactions contemplated
by this Agreement, no Default or Event of Default shall exist; 
 (x) the Fees then due and payable under Section 3.6,
and any other Fees payable to the Agent, the Titled Agents and the Lenders on or prior to the Effective Date; 
 (xi) a
Compliance Certificate calculated as of March 31, 2022 (giving pro forma effect to the financing contemplated by this Agreement and the use of the proceeds of the Loans to be funded on the Effective Date); 

(xii) (A) all documentation and other information about the Loan Parties as shall have been reasonably requested by the Agent
or any Lender that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and
(B) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at
least 10 days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature
page to this Agreement, the condition set forth in this clause (B) shall be deemed to be satisfied); and 

  
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 (xiii) such other documents, agreements and instruments as the Agent on
behalf of the Lenders may reasonably request; and 
 (b) In the good faith judgment of the Agent and the Lenders: 

(i) There shall not have occurred or become known to the Agent or any of the Lenders any event, condition, situation or status
concerning the Parent or its Subsidiaries since December 31, 2021 that has had or could reasonably be expected to result in a Material Adverse Effect; 

(ii) No litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or
threatened which could reasonably be expected to (1) result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Parent, the
Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; 
 (iii) The
Parent, the Borrower and the Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices, as shall be required to consummate the transactions contemplated hereby without the
occurrence of any default under, conflict with or violation of (1) any Applicable Law or (2) any agreement, document or instrument to which the Parent, the Borrower or any other Loan Party is a party or by which any of them or their
respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of which would not reasonably be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin,
impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party; and 

(iv) There shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably
be expected to materially and adversely affect the transactions contemplated by the Loan Documents. 
 Section 5.2 Conditions Precedent to All Loans
and Letters of Credit. 
 The obligations of the Lenders to make any Loans and of the Issuing Banks to issue Letters of Credit are all
subject to the further condition precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto; and
(b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (or, in the case of any
such representation or warranty already qualified by materiality, in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the 

  
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same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of such earlier date) and except for
changes in factual circumstances not prohibited under the Loan Documents. Each Credit Event shall constitute a certification by the Parent and the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of
notice relating to such Credit Event and, unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of a Loan or
the issuance of a Letter of Credit, the Parent and the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made or Letter of Credit issued that all conditions to the occurrence of such Credit Event
contained in this Article V have been satisfied. 
 ARTICLE VI. REPRESENTATIONS AND WARRANTIES 

Section 6.1 Representations and Warranties. 

In order to induce the Agent and each Lender to enter into this Agreement and to make Loans and issue Letters of Credit, each of the Parent and
the Borrower represents and warrants to the Agent and each Lender as follows: 
 (a) Organization; Power; Qualification. Each of the
Parent, the Borrower, the Subsidiaries and the other Loan Parties is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the
power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership or other
legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could
reasonably be expected to have, in each instance, a Material Adverse Effect. 
 (b) Ownership Structure. As of the Agreement Date,
Part I of Schedule 6.1(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity
Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests and (v) whether such Subsidiary is a Significant
Subsidiary and/or an Excluded Subsidiary. Except as disclosed in such Schedule, as of the Agreement Date (i) each of the Parent, the Borrower and the Subsidiaries owns, free and clear of all Liens (other than Permitted Liens), and has the
unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully
paid and nonassessable and (iii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the
issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement Date, Part
II of Schedule 6.1(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly
or indirectly by the Parent. 

  
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 (c) Authorization of Agreement, Etc. The Borrower has the right and power, and has
taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. Each Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan
Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which any Loan Party is a party have been duly executed and delivered by the duly
authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other
similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable
principles generally. 
 (d) Compliance of Loan Documents with Laws, Etc. The execution, delivery and performance of this Agreement,
the Notes and the other Loan Documents to which any Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or
both: (i) require any Governmental Approval or violate any Applicable Law relating to any Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any indenture,
agreement or other instrument to which any Loan Party is a party or by which it or any of its respective properties may be bound, including, without limitation, the Existing Term Loan Facility; or (iii) result in or require the creation or
imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party. 
 (e) Compliance with
Law; Governmental Approvals. Each of the Parent, the Borrower, each Subsidiary and each other Loan Party is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws (including without
limitation, Environmental Laws) relating to the Parent, the Borrower, a Subsidiary or such other Loan Party except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. 
 (f) Title to Properties. As of the Agreement Date, Part I of Schedule
6.1(f) is a complete and correct listing of all of the real property owned or leased by the Parent, the Borrower, each other Loan Party and each other Subsidiary. Each such Person (i) has good, marketable and legal title to, or a valid
leasehold interest in, each Eligible Property owned by such Person and (ii) owns or has a valid leasehold interest in such Person’s respective other material assets. 

(g) Existing Indebtedness. Schedule 6.1(g) is, as of the Agreement Date, a complete and correct listing of all Indebtedness of
the Parent, the Borrower and the Subsidiaries, including without limitation, Guarantees of the Parent, the Borrower and the Subsidiaries, and indicating whether such Indebtedness is Secured Indebtedness or Unsecured Indebtedness. 

  
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 (h) Litigation. Except as set forth on Schedule 6.1(h), there are no actions,
suits, investigations or proceedings pending (nor, to the knowledge of the Parent, are there any actions, suits or proceedings threatened) against or in any other way relating adversely to or affecting the Parent, the Borrower, any Subsidiary or any
other Loan Party or any of its respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which could reasonably be expected to have a Material Adverse Effect. There are no strikes, slow
downs, work stoppages or walkouts or other labor disputes in progress or threatened relating to the Parent, the Borrower, any Subsidiary or any other Loan Party which could reasonably be expected to have a Material Adverse Effect. 

(i) Taxes. All federal, state and other tax returns of the Parent, the Borrower, any Subsidiary or any other Loan Party required by
Applicable Law to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon the Parent, the Borrower, any Subsidiary and each other Loan Party and its respective properties,
income, profits and assets which are due and payable have been paid, except any such nonpayment which is at the time permitted under Section 7.6. As of the Agreement Date, none of the United States income tax returns of the Parent, the
Borrower, its Subsidiaries or any other Loan Party is under audit. All charges, accruals and reserves on the books of the Parent, the Borrower and each Subsidiary and each other Loan Party in respect of any taxes or other governmental charges are in
accordance with GAAP. 
 (j) Financial Statements. The Parent has furnished to each Lender copies of (i) the audited
consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal year ending December 31, 2021, and the related audited consolidated statements of operations, cash flows and shareholders’ equity for the fiscal year
ending on such dates, with the opinion thereon of Deloitte and Touche LLP, and (ii) the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ending March 31, 2022, and the related
unaudited consolidated statements of operations, cash flows and shareholders’ equity of the Parent and its consolidated Subsidiaries for the fiscal quarter ending on such date. Such financial statements (including in each case related schedules
and notes) present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates
and the results of operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments). Neither the Parent nor any of its Subsidiaries has on the Agreement Date any material
contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required to be set forth in its financial statements or in the
notes thereto, except as referred to or reflected or provided for in said financial statements. 
 (k) No Material Adverse Change.
Since December 31, 2021, no event, condition, situation or status concerning the Parent or its Subsidiaries has occurred that has had or could reasonably be expected to result in a Material Adverse Effect. Each of the Borrower and the Parent is
Solvent. The Parent, the Borrower and the other Loan Parties, taken as a whole, are Solvent. The Parent and its Subsidiaries, taken as a whole, are Solvent. 

  
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 (l) ERISA. Each member of the ERISA Group is in compliance with its obligations under
the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan, except in each case for
noncompliances which could not reasonably be expected to have a Material Adverse Effect. As of the Agreement Date, no member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal
Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or
could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA. 
 (m) Not Plan Assets; No Prohibited Transaction. None of the assets of the Parent, the Borrower, any
Subsidiary or any other Loan Party constitute “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. The execution, delivery and performance of this Agreement and the
other Loan Documents, and the borrowing and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code. 

(n) Absence of Defaults. None of the Parent, the Borrower or any Subsidiary is in default in any material respect beyond any applicable
grace period under its articles of incorporation, bylaws, partnership agreement or other similar organizational documents, and no event has occurred, which has not been remedied, cured or waived, which, in any such case: (i) constitutes a
Default or an Event of Default; or (ii) constitutes, or which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by the Parent, the Borrower, any Subsidiary or any other Loan Party under any
agreement (other than this Agreement) or judgment, decree or order to which the Parent, the Borrower or any Subsidiary or other Loan Party is a party or by which the Parent, the Borrower or any Subsidiary or other Loan Party or any of their
respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(o) Environmental Laws. Each of the Parent, the Borrower, the Subsidiaries and the other Loan Parties has obtained all Governmental
Approvals which are required under Environmental Laws and is in compliance with all terms and conditions of such Governmental Approvals which the failure to obtain or to comply with could reasonably be expected to have a Material Adverse Effect.
Except for any of the following matters that could not be reasonably expected to have a Material Adverse Effect, (i) neither the Parent nor the Borrower is aware of, or has received notice of any events, conditions, circumstances, activities,
practices, incidents, actions, or plans which, with respect to the Parent, the Borrower and the Subsidiaries, may interfere with or prevent compliance or continued compliance with Environmental Laws, or may give rise to any common law or legal
liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study, or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling or
the emission, discharge, release or threatened release into the environment, of any Hazardous Material on or from any of the Properties of the Parent, the Borrower, or any Subsidiary ; and (ii) there is no civil, criminal, or administrative
action, suit, demand, claim, hearing, notice, or demand letter, notice of violation, investigation, or proceeding pending or, to the Parent’s and the Borrower’s knowledge, threatened, against the Parent, the Borrower or any Subsidiary
relating in any way to Environmental Laws. 

  
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 (p) Investment Company; Etc. None of the Parent, the Borrower, any Subsidiary or any
other Loan Party is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to any other
Applicable Law which purports to regulate or restrict its ability to borrow money, otherwise obtain extensions of credit or repay indebtedness. 

(q) Margin Stock. None of the Parent, the Borrower, any Subsidiary or any other Loan Party is engaged principally, or as one of its
primary activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve
System. 
 (r) Affiliate Transactions. Except as permitted by Section 9.10, none of the Parent, the Borrower, any Subsidiary or
any other Loan Party is a party to any transaction with an Affiliate. 
 (s) Intellectual Property. Each of the Parent, the Borrower,
each other Loan Party and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name
rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of its businesses as now conducted and as contemplated by the Loan Documents, without known conflict with any patent, license, franchise,
trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright or other proprietary right of any other Person except where the failure to own or have the right to use such Intellectual Property without known
conflict could not reasonably be expected to have a Material Adverse Effect. The Parent, the Borrower, each other Loan Party and each other Subsidiary have taken all such steps as they deem reasonably necessary to protect their respective rights
under and with respect to such Intellectual Property. No claim which could reasonably be expected to have a Material Adverse Effect has been asserted by any Person with respect to the use of any such Intellectual Property by the Parent, the
Borrower, any other Loan Party or any other Subsidiary, or challenging or questioning the validity or effectiveness of any such Intellectual Property. The use of such Intellectual Property by the Parent, the Borrower, its Subsidiaries and the other
Loan Parties, does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Parent, the Borrower, any other Loan Party or any other Subsidiary
that could reasonably be expected to have a Material Adverse Effect. 
 (t) Business. As of the Agreement Date, the Parent, the
Borrower and the other Subsidiaries are engaged in the business of owning, managing, leasing, acquiring and making investments in office and industrial properties, together with other business activities incidental thereto. 

(u) Broker’s Fees. No Loan Party is required to pay any broker’s or finder’s fee, commission or similar compensation
with respect to the transactions contemplated hereby. No other similar fees or commissions will be payable by any Loan Party for any other services rendered to the Parent, the Borrower or any of its Subsidiaries ancillary to the transactions
contemplated hereby. 

  
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 (v) Accuracy and Completeness of Information. All written information, reports and
other papers and data (excluding financial projections and other forward looking statements) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any Subsidiary or any other Loan Party in
connection with, pursuant to or relating in any way to this Agreement, is true and accurate in all material respects on the date as of which such information, reports, and other papers and data is stated or certified. All financial statements
(including in each case all related schedules and notes) furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, any Subsidiary or any other Loan Party in connection with, pursuant to or relating in
any way to this Agreement, present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations
for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, any Subsidiary or
any other Loan Party that have been or may hereafter be made available to the Agent or any Lender were or will be prepared in good faith based on reasonable assumptions. As of the Effective Date, no fact is known to the Parent or the Borrower which
has had, or may in the future have (so far as the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1(j) or in such information, reports or other papers
or data or otherwise disclosed in writing to the Agent and the Lenders. 
 (w) REIT Status. The Parent qualified as a REIT in the
fiscal year most recently ended and is in compliance with all requirements and conditions imposed under the Internal Revenue Code to allow the Parent to maintain its status as a REIT. 

(x) Eligible Properties. As of the Agreement Date, Schedule 6.1(x) is a correct and complete list of all Eligible Properties.
Schedule 6.1(x) sets forth as of the Agreement Date whether such Eligible Property is a CBD or Urban Infill Property, an Acquisition Property or a Development Property. Each of the assets included by the Parent in calculations of Unencumbered
NOI satisfies all of the requirements contained in the definition of “Eligible Property”. 
 (y) 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, to the extent they are acting in any
capacity in connection with the credit facility established hereby, 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 to the extent they are acting in any capacity in connection with the credit facility established hereby, agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the
Borrower, any Subsidiary 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 agents of the Borrower or any Subsidiary to the extent that
they are acting in any capacity in connection with the credit facility established hereby, is a Sanctioned Person. No Loan, Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or
applicable Sanctions. 

  
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 (z) Patriot Act. No Loan Party nor any of its Subsidiaries is an “enemy” or
an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act or enabling legislation or executive order relating thereto. Neither any Loan Party nor any of its Subsidiaries is in violation of, and neither
the making of the Loans hereunder nor the use of the proceeds thereof will violate, (a) the Trading with Enemy Act, (b) any of the foreign assets control regulations of the United State Treasury Department (31 C.F.R., Subtitle B, Chapter
V, as amended) or any enabling legislation or executive order relating thereto or (c) the Patriot Act. None of the Loan Parties (i) is a blocked person described in Section 1 of Executive Order 13224 of the President of the United
States or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person. 

(aa) Affected Financial Institution. No Loan Party is an Affected Financial Institution. 

Section 6.2 Survival of Representations and Warranties, Etc. 

All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of the Parent, the Borrower, any
Subsidiary or any other Loan Party to the Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment hereto
or thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of the Parent or the Borrower prior to the Agreement Date and delivered to the Agent or any Lender in connection with the
underwriting or closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Parent or the Borrower to the Agent and the Lenders under this Agreement. All representations and warranties made under this
Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Termination Date is effectuated pursuant to Section 2.13 and the date of the
occurrence of any Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on
and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan
Documents and the making of the Loans and the issuance of the Letters of Credit. 
 ARTICLE VII. AFFIRMATIVE COVENANTS 

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.6, all of the Lenders)
shall otherwise consent in the manner provided for in Section 12.6, the Parent and the Borrower shall comply with the following covenants: 

Section 7.1 Preservation of Existence and Similar Matters. 

Except as otherwise permitted under Section 9.7, the Parent and the Borrower shall, and shall cause each Subsidiary to, preserve and
maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its
properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect. 

  
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 Section 7.2 Compliance with Applicable Law. 

The Parent and the Borrower shall, and shall cause each Subsidiary to, comply with all Applicable Laws, including the obtaining of all
Governmental Approvals, the failure with which to comply could reasonably be expected to have a Material Adverse Effect. 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, to the extent they are acting in any capacity in connection with the credit facility established hereby, agents with Anti-Corruption Laws and applicable Sanctions. 

Section 7.3 Maintenance of Property. 

In addition to the requirements of any of the other Loan Documents, the Parent and the Borrower shall, and shall cause each Subsidiary to,
protect and preserve all of its respective material properties, including, but not limited to, all material Intellectual Property, and maintain in good repair, working order and condition all material tangible properties, ordinary wear and tear
excepted. 
 Section 7.4 Conduct of Business. 

The Parent and its Subsidiaries, taken as a whole shall carry on, their respective businesses as described in Section 6.1(t). 

Section 7.5 Insurance. 
 In addition
to the requirements of any of the other Loan Documents, the Parent and the Borrower shall, and shall cause each Subsidiary and other Loan Party to, maintain insurance (on a replacement cost basis) with financially sound and reputable insurance
companies against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may be required by Applicable Law, and from time to time deliver to the Agent upon its request a detailed list, together
with copies of all policies of the insurance then in effect, stating the names of the insurance companies, the amounts of the insurance, the dates of the expiration thereof and the properties and risks covered thereby. 

Section 7.6 Payment of Taxes and Claims. 

The Parent and the Borrower shall, and shall cause each Subsidiary and other Loan Party to, pay and discharge when due (a) all taxes,
assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials,
supplies and rentals which are more than 60 days past due and which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment,
charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of the Parent, the Borrower, such Subsidiary
or such other Loan Party, as applicable, in accordance with GAAP. 

  
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 Section 7.7 Visits and Inspections. 

The Parent and the Borrower shall, and shall cause each Subsidiary to, permit representatives or agents of any Lender or the Agent, from time
to time after reasonable prior notice if no Event of Default shall be in existence, as often as may be reasonably requested, but only during normal business hours and at the expense of such Lender or the Agent (unless a Default or Event of Default
shall exist, in which case the exercise by the Agent or such Lender of its rights under this Section shall be at the expense of the Borrower), as the case may be, to: (a) visit and inspect all properties of the Parent, the Borrower or such
Subsidiary to the extent any such right to visit or inspect is within the control of such Person; (b) inspect and make extracts from their respective books and records, including but not limited to management letters prepared by independent
accountants; and (c) discuss with its officers and employees, and its independent accountants, its business, properties, condition (financial or otherwise), results of operations and performance. If requested by the Agent, the Parent and the
Borrower shall execute an authorization letter addressed to its accountants authorizing the Agent or any Lender to discuss the financial affairs of the Parent and any Subsidiary with its accountants. 

Section 7.8 Use of Proceeds; Letters of Credit. 

The Borrower shall use the proceeds of the Loans and the Letters of Credit for general corporate purposes only including, without limitation,
for repayment of Indebtedness and the payment of dividends. No part of the proceeds of any Loan or Letter of Credit will be used for the purpose of buying or carrying “margin stock” within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System or to extend credit to others for the purpose of purchasing or carrying any such margin stock; provided, however, the Borrower may use proceeds of the Loans and Letters of Credit to purchase the Parent’s
capital stock and the Borrower’s partnership interests unless (i) such use will result in a violation of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or (ii) such use will require the Agent or
any Lender to file any form or other documentation or take any other action in compliance with Regulation U or Regulation X of the Board of Governors of the Federal Reserve System and the Borrower has failed to provide the Agent prior written notice
of such use and to execute, complete and deliver all such forms and other documentation and to take any other action as may be necessary for such compliance by the Agent or any Lender. The Borrower will not request any Loan 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 Loan 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, except to the extent permitted for a Person required to comply with Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to
any party hereto. 

  
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 Section 7.9 Environmental Matters. 

The Parent and the Borrower shall, and shall cause each Subsidiary and each other Loan Party to, comply with all Environmental Laws the failure
with which to comply could reasonably be expected to have a Material Adverse Effect. If the Parent, the Borrower, any Subsidiary or any other Loan Party shall (a) receive notice that any violation of any Environmental Law may have been
committed or is about to be committed by such Person, (b) receive notice that any administrative or judicial complaint or order has been filed or is about to be filed against the Parent, the Borrower, any Subsidiary or any other Loan Party
alleging violations of any Environmental Law or requiring the Parent, the Borrower, any Subsidiary or any other Loan Party to take any action in connection with the release of Hazardous Materials or (c) receive any notice from a Governmental
Authority or private party alleging that the Parent, the Borrower, any Subsidiary or any other Loan Party may be liable or responsible for costs associated with a response to or cleanup of a release of Hazardous Materials or any damages caused
thereby, and the matters referred to in such notices, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide the Agent with a copy of such notice promptly, and in any event within
10 Business Days, after the receipt thereof by the Parent, the Borrower, any Subsidiary or any other Loan Party. The Parent and the Borrower shall, and shall cause each Subsidiary and each other Loan Party to, take promptly all actions necessary to
prevent the imposition of any Liens arising out of or related to any Environmental Laws on (i) any Eligible Property or (ii) any of their other respective properties, if (solely with respect to this clause (ii)), the imposition of such
Lien could reasonably be expected to cause a Material Adverse Effect. 
 Section 7.10 Books and Records. 

The Parent and the Borrower shall, and shall cause each Subsidiary to, maintain books and records pertaining to its respective business
operations in such detail, form and scope as is consistent with good business practice and in accordance with GAAP. 
 Section 7.11 Further
Assurances. 
 The Parent and the Borrower shall, at their cost and expense and upon request of the Agent, execute and deliver or cause
to be executed and delivered, to the Agent such further instruments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary to effectuate the provisions and intent of this Agreement and the other
Loan Documents. 
 Section 7.12 New Subsidiaries/Guarantors. 

(a) Guarantors. The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by executing
and delivering to the Agent each of the following items, each in form and substance satisfactory to the Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under Sections
5.1(a)(iv) through (viii) and (xiii) if such Subsidiary had been a Guarantor on the Effective Date. 

  
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 (b) Release of a Guarantor. The Borrower may request in writing that the Agent
release, and upon receipt of such request the Agent shall release, a Guarantor (other than the Parent) from the Facility Guaranty so long as: (i) no Default or Event of Default shall then be in existence or would occur as a result of such
release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each
other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent
that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes
in factual circumstances not prohibited under the Loan Documents; and (iii) the Agent shall have received such written request at least 5 Business Days (or such other period as may be acceptable to the Agent) prior to the requested date of
release. Delivery by the Borrower to the Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the
effectiveness of such request) are true and correct with respect to such request. 
 Section 7.13 REIT Status. 

The Parent shall at all times maintain its status as a REIT. 

Section 7.14 Exchange Listing. 
 The
Parent shall maintain at least one class of common shares of the Parent having trading privileges on the New York Stock Exchange, the American Stock Exchange or another nationally recognized stock exchange located in the United States and reasonably
approved by the Agent or which is the subject of price quotations in the over the counter market as reported by the National Association of Securities Dealers Automated Quotation System. 

ARTICLE VIII. INFORMATION 

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.6, all of the Lenders)
shall otherwise consent in the manner set forth in Section 12.6, the Parent and the Borrower, as applicable, shall furnish to each Lender (or to the Agent if so provided below) at its Lending Office: 

Section 8.1 Quarterly Financial Statements. 

Not later than 5 days after the same is filed with the Securities and Exchange Commission (but in no event later than 60 days after the end of
each of the first, second and third fiscal quarters of the Parent), the unaudited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of income,
shareholders’ equity and cash flows of the Parent and its Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which
shall be certified by the chief executive officer or chief financial officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent and its
Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year end audit adjustments). 

  
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 Section 8.2 Year End Statements. 

Not later than 5 days after the same is filed with the Securities and Exchange Commission (but in no event later than 90 days after the end of
each fiscal year of the Parent), the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the
Parent and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief executive officer or chief financial officer of
the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent and its Subsidiaries as at the date thereof and the results of operations for such period
and (b) accompanied by the report thereon of independent certified public accountants of recognized national standing, whose report shall be unqualified. 

Section 8.3 Compliance Certificate; Other Reports. 

At the time financial statements are furnished pursuant to Sections 8.1 and 8.2, and within 5 Business Days of the Agent’s reasonable
request with respect to any other fiscal period, a certificate substantially in the form of Exhibit G (a “Compliance Certificate”) executed by the chief financial officer of the Parent: (a) setting forth in reasonable detail as
at the end of such quarterly accounting period, fiscal year, or other fiscal period, as the case may be, the calculations required to establish whether or not the Parent was in compliance with the covenants contained in Section 9.1 and
(b) stating that, to the best of his or her knowledge, information and belief after due inquiry, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred,
whether it is continuing and the steps being taken by the Parent and the Borrower with respect to such event, condition or failure. At the time financial statements are furnished pursuant to Sections 8.1 and 8.2, the Parent shall also deliver
(A) a report, in form and detail reasonably satisfactory to the Agent, setting forth a statement of Funds From Operations for the period of four consecutive fiscal periods then ending; and (B) a report, in form and detail reasonably
satisfactory to the Agent, setting forth a list of all Properties acquired by the Parent, the Borrower and the Subsidiaries since the date of the delivery of the previous such report, such list to identify such Property’s name, location, date
acquired, acquisition cost, amount of related mortgage Indebtedness, if any, and the Occupancy Rate and Net Operating Income for such Property. 

Section 8.4 Other Information. 
 (a)
Management Reports. Promptly upon receipt thereof, copies of all management reports, if any, submitted to the Parent or its Board of Directors by its independent public accountants; 

(b) Securities Filings. Within 5 Business Days of the filing thereof, copies of all registration statements (excluding the exhibits
thereto (unless requested by the Agent) and any registration statements on Form S 8 or its equivalent), reports on Forms 10 K, 10 Q and 8 K (or their equivalents) and all other periodic reports which the Parent, the Borrower, any Subsidiary or any
other Loan Party shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange; 

  
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 (c) Shareholder Information. Promptly upon the mailing thereof to the shareholders of
the Parent generally, copies of all financial statements, reports and proxy statements so mailed and promptly upon the issuance thereof copies of all press releases issued by the Parent, the Borrower, any Subsidiary or any other Loan Party; 

(d) Partnership Information. Promptly upon the mailing thereof to the partners of the Borrower generally, copies of all financial
statements, reports and proxy statements so mailed; 
 (e) ERISA. If and when any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal
liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate,
impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of
the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal
from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or
Benefit Arrangement, and of which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief executive officer or chief financial officer of the Parent
setting forth details as to such occurrence and the action, if any, which the Parent or applicable member of the ERISA Group is required or proposes to take; 

(f) Litigation. To the extent the Parent, the Borrower or any Subsidiary is aware of the same, prompt notice of the commencement of any
proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, the Parent, the
Borrower or any Subsidiary or any of their respective properties, assets or businesses which could reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of notice that any United States income tax returns of the
Parent, the Borrower or any Subsidiary are being audited; 
 (g) Modification of Organizational Documents. A copy of any amendment to
the articles of incorporation, bylaws, partnership agreement, operating agreement or other similar organizational documents of the Parent, the Borrower or any other Loan Party within 15 Business Days after the effectiveness thereof; 

  
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 (h) Change of Financial Condition or Beneficial Ownership. Prompt notice of
(i) any change in the business, assets, liabilities, financial condition or results of operations of the Parent, the Borrower or any Subsidiary which has had or could reasonably be expected to have a Material Adverse Effect or (ii) any
change in the information provided in any Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification; 

(i) Default. Notice of the occurrence of any of the following promptly upon a Responsible Officer of the Parent or the Borrower
obtaining knowledge thereof: (i) any Default or Event of Default or (ii) any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by the Parent, the
Borrower, any Subsidiary or any other Loan Party under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound; 

(j) Judgments. Prompt notice of any order, judgment or decree in excess of $10,000,000 having been entered against the Parent, the
Borrower, any Subsidiary or any other Loan Party or any of their respective properties or assets; 
 (k) Notice of Violations of Law.
Prompt notice if the Parent, the Borrower, any Subsidiary or any other Loan Party shall receive any notification from any Governmental Authority alleging a violation of any Applicable Law or any inquiry which, in either case, could reasonably be
expected to have a Material Adverse Effect; 
 (l) Change in Credit Rating. Commercially reasonable efforts to provide prompt written
notice of any change in the Credit Rating of the Parent or the Borrower that is announced by the applicable rating agency (it being acknowledged and agreed that the failure to provide such notice shall not result in a Default or Event of Default);

 (m) Other Information. From time to time and promptly upon each request, (i) such certificates, documents or information
regarding the business, assets, liabilities, financial condition, results of operations or business prospects of the Parent, the Borrower or any Subsidiaries as the Agent or any Lender (through the Agent) may reasonably request,
(ii) information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and the
Beneficial Ownership Regulation and (iii) such other information regarding sustainability matters and practices of the Borrower or any Subsidiary (including with respect to corporate governance, environmental, social and employee matters,
respect for human rights, anti-corruption and anti-bribery) as the Agent or any Lender may reasonably request for purposes of compliance with any legal or regulatory requirement or internal policies applicable to it; and 

(n) Promptly upon knowledge by the Borrower, notice of a Pricing Certificate Inaccuracy in accordance with Section 2.17. 

Section 8.5 Electronic Delivery of Certain Information. 

(a) The Parent and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article VIII
(collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e mail address of the Agent as specified to the Borrower by the Agent from time
to time. The Agent shall promptly post such Information on the Parent’s or the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as
Intralinks or SyndTrak) or any other electronic platform chosen by the Agent to be its electronic transmission system (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such
Information is so posted. 

  
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 (b) In addition, the Parent and the Borrower may deliver Information required to be
delivered pursuant to Sections 6.1(j), 8.1, 8.2, and 8.4(b) and (c) by posting any such Information to the Parent’s internet website (as of the Agreement Date, www.piedmontreit.com) or to the website of the Securities and Exchange
Commission (www.sec.gov). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that
such Information has been posted and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to
access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1, the Borrower may notify the Agent or a Lender that Information has
been posted to such a website by causing an e-mail notification to be sent to an e mail address specified from time to time by the Agent or such Lender, as applicable. Notwithstanding the foregoing,
(i) the Agent and each Lender is responsible for signing up, and agrees to signup, for e-mail notifications by selecting “E-mail Alerts” on Parent’s
Investor Relations webpage at http//investor.piedmontreit.com and submitting the e-mail address to which the Agent or such Lender, as the case may be, desires to have
e-mail notifications delivered to the Agent or such Lender and the Agent and each Lender hereby agree that such e-mail notifications to such e-mail addresses will satisfy the notification requirements of this subsection (b), and (ii) failure of the Agent or any Lender to sign up for such e-mail notifications
or to keep such e-mail addresses current shall relieve the Borrower from any obligation to provide e-mail notifications to the Agent or such Lender in order for the
Information required to be delivered pursuant to Sections 8.1, 8.2, and 8.4(b) to be deemed to have been delivered by the Borrower by Borrower posting such Information to the Parent’s internet website. 

(c) Notwithstanding anything in this Section to the contrary (i) the Parent and the Borrower shall deliver paper copies of Information to
the Agent or any Lender that requests the Parent and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the Parent
shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. 
 (d) The Parent and
the Borrower acknowledge and agree that the Agent may make Information, as well as any other written information, notices, demands, reports, data, certificates, documents, instruments, agreements and other materials relating to the Parent, the
Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the
Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. Although the Platform and its primary web portal are
secured with generally-applicable security procedures and policies implemented or modified by the Agent from time to time in accordance with customary industry standards in effect from time to time (including, as of the Effective Date, a user
ID/password authorization system) and the Platform is 

  
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 secured through a per-deal authorization method whereby each user
may access the Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks, the Parent and the Borrower acknowledges and agrees that the
distribution of material through an electronic medium is not necessarily secure, that the Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Platform, and that there are
confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks, the Parent and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the
risks of such distribution. THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY
OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. 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 THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT, ANY CO-LEAD ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY
ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM. Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall
constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Agent in writing (which could be in the form of electronic communication) from time to
time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. Each of the Lenders, each
of the Issuing Banks, the Parent and the Borrower agrees that the Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Platform in accordance with the Agent’s generally
applicable document retention procedures and policies. Nothing herein shall prejudice the right of the Agent, any Lender or any Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in
such Loan Document. 
 (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or
other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Parent or the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its
copies of such Information or other materials. 

  
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 Section 8.6 Public/Private Information. 

The Parent and the Borrower will cooperate with the Agent in connection with the publication of certain materials and/or information provided
by or on behalf of the Parent or the Borrower to the Agent and the Lenders (collectively, “Information Materials”) pursuant to this Article and will designate Information Materials (a) that are either available to the public or not
material with respect to the Parent, the Borrower and the Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public
Information as “Private Information”. 
 ARTICLE IX. NEGATIVE COVENANTS 

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.6, all of the Lenders)
shall otherwise consent in the manner set forth in Section 12.6, the Parent and the Borrower shall comply with the following covenants: 

Section 9.1 Financial Covenants. 

The Parent shall not permit: 

(a) Maximum Leverage Ratio. The ratio of (i) Total Indebtedness (net of, as of such date of determination, an amount equal to the
lesser of (x) the amount of unrestricted cash and cash equivalents in excess of $30,000,000 and (y) the amount of Total Indebtedness that matures within 24 months of such date of determination) to (ii) Total Asset Value (the
“Total Leverage Ratio”), to exceed 0.60 to 1.00 at any time; provided, however, that if such ratio is greater than 0.60 to 1.00 but is not greater than 0.65 to 1.00, then such failure to comply with the foregoing covenant
shall not constitute a Default or an Event of Default and the Parent shall be deemed to be in compliance with this Section 9.1(a) so long as (1) the Parent’s failure to comply with the foregoing covenant is in connection with the
Parent’s (or any Consolidated Subsidiary’s) acquisition of a portfolio of Properties with a purchase price of at least 5.0% of Total Asset Value, (2) such acquisition is otherwise permitted hereunder, (3) such ratio does not
exceed 0.60 to 1.00 for a period of more than four consecutive fiscal quarters (including the fiscal quarter in which such acquisition occurred) and (4) such ratio has not exceeded 0.60 to 1.00 at any other time during the current fiscal year
of the Parent. 
 (b) Minimum Fixed Charge Coverage Ratio. The ratio of (i) Adjusted EBITDA for the period of four consecutive
fiscal quarters of the Parent most recently ending to (ii) Fixed Charges of the Parent for such period, to be less than 1.50 to 1.00 at any time. 

(c) Maximum Secured Indebtedness Ratio. The ratio of (i) Secured Indebtedness of the Parent to (ii) Total Asset Value, to
exceed 0.40 to 1.00 at any time. 
 (d) Minimum Unencumbered Leverage Ratio. The ratio of (i) Unencumbered Asset Value to
(ii) Unsecured Indebtedness of the Parent plus the Parent’s Share of Unsecured Indebtedness of its Consolidated Subsidiaries and Unconsolidated Affiliates (net of, as of such date of determination, an amount equal to the lesser of
(x) the amount of unrestricted cash and cash equivalents in excess of $30,000,000 and (y) the amount of such Unsecured Indebtedness that matures within 24 months of such date of determination), to be less than 1.60 to 1.00 at any time.


  
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 (e) Minimum Unencumbered Interest Coverage Ratio. The ratio of (i) Unencumbered
NOI for the period of four consecutive fiscal quarters of the Parent most recently ending to (ii) Unsecured Interest Expense for such period, to be less than 1.75 to 1.00 at any time. 

Section 9.2 Restricted Payments. 
 If
a Default or Event of Default specified in Section 10.1(a) or Section 10.1(b) exists, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2(a), the
Parent and the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person; provided, however, that the Borrower may declare and make cash distributions to the Parent and its other partners on a pro
rata basis with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with
Section 7.13. 
 Section 9.3 Indebtedness. 

The Parent and the Borrower shall not, and shall not permit any Subsidiary or any other Loan Party to, incur, assume, or otherwise become
obligated in respect of any Indebtedness after the Agreement Date if immediately thereafter and after giving effect thereto, a Default or Event of Default would be in existence, including without limitation, a Default or Event of Default resulting
from a violation of any of the covenants contained in Section 9.1. 
 Section 9.4 [Reserved]. 

Section 9.5 Investments Generally. 

The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, directly or indirectly, acquire, make or
purchase any Investment, or permit any Investment of such Person to be outstanding on and after the Agreement Date, other than the following: 

(a) ownership of Equity Interests in Subsidiaries and Unconsolidated Affiliates; provided that, notwithstanding anything to the contrary
contained herein, the purchase or acquisition of additional Equity Interests in a Subsidiary or Unconsolidated Affiliate is permitted only so long as immediately prior to such purchase or acquisition, and after giving effect thereto, no Default or
Event of Default is or would be in existence; 
 (b) Investments to acquire Equity Interests of a Subsidiary or any other Person who after
giving effect to such acquisition would be a Subsidiary, so long as in each case immediately prior to such Investment, and after giving effect thereto, no Default or Event of Default is or would be in existence; 

(c) [reserved]; 
 (d)
Investments in Cash Equivalents; 
 (e) intercompany Indebtedness among the Parent, the Borrower and other Loan Parties provided that such
Indebtedness is permitted by the terms of Section 9.3; 

  
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 (f) loans and advances to officers and employees for moving, entertainment, travel and other
similar expenses in the ordinary course of business consistent with past practices; and 
 (g) any other Investment so long as immediately
prior to making such Investment, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence. 

Section 9.6 Liens; Negative Pledges; Other Matters. 

(a) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create, assume, or incur any Lien
(other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately following the creation, assumption or incurring of such Lien, a Default or Event of Default
would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. 

(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into, assume or otherwise be
bound by any Negative Pledge with respect to any Eligible Property or otherwise if, immediately prior to entering into, assuming or being bound by such Negative Pledge or immediately thereafter and after giving effect thereto, a Default or Event of
Default is or would be in existence hereunder. 
 (c) The Parent and the Borrower shall not, and shall not permit any Subsidiary or other
Loan Party to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary or a Subsidiary that is not a Wholly Owned
Subsidiary) to: (i) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Parent,
the Borrower or any Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any Subsidiary. 

Section 9.7 Merger, Consolidation, Sales of Assets and Other Arrangements. 

The Parent and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party to: (i) enter into any transaction of
merger or consolidation; (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); or (iii) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, and
whether affected pursuant to a division or otherwise, all or substantially all of its business or assets, whether now owned or hereafter acquired; provided, however, that: 

(a) any of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to any Subsidiary or
any Loan Party (other than the Parent or the Borrower) so long as: 
 (i) immediately prior to the taking of such action, and
immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; and 

  
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 (ii) in the case of a merger involving a Loan Party or a Subsidiary that
owns or leases an Eligible Property, (x) the Borrower shall have given the Agent and the Lenders at least 10 Business Days’ prior written notice of such merger, such notice to include a certification to the effect that immediately after
and after giving effect to such action, no Default or Event of Default is or would be in existence, (y) if the Subsidiary so merging is a Loan Party and the survivor entity is to be a Guarantor, the survivor entity shall, if requested by the
Agent, have executed and delivered an assumption agreement in form and substance satisfactory to the Agent pursuant to which such survivor entity shall expressly assume all of such Loan Party’s Obligations under the Loan Documents to which it
is a party, and (z) within 30 days of consummation of such merger, the survivor entity, if a Loan Party delivers to the Agent items of the type referred to in Sections 5.1(a)(v) through (viii) with respect to the survivor entity as in
effect after consummation of such merger (if not previously delivered to the Agent and still in effect); 
 (b) the Parent, the Borrower,
its Subsidiaries and the other Loan Parties may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business; 

(c) a Person may merge with or into the Parent or the Borrower so long as: 

(i) the Parent or the Borrower, as the case may be, is the survivor of such merger, or if the Parent or the Borrower is not the
survivor, (w) the survivor is a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (x) the survivor shall expressly assume, pursuant to an agreement in form
satisfactory to the Agent, all obligations of Parent or the Borrower, as applicable, under the Loan Documents to which it is a party, and (y) individuals who constituted the Board of Directors of the Parent immediately prior to such merger
constitute a majority of the Board of Directors of the Parent immediately following such merger; 
 (ii) immediately prior to
such merger, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; and 

(iii) the Borrower shall have given the Agent and the Lenders at least 10 Business Days’ prior written notice of such
merger, such notice to include a certification as to the matters described in the immediately preceding clause (ii) (except that such prior notice shall not be required in the case of the merger of a Subsidiary with and into the Parent or the
Borrower); 
 (d) the Parent, the Borrower and each Subsidiary may sell, transfer or dispose of assets among themselves; provided that
(1) any such sale, transfer or disposition of an Eligible Property shall not result in an Event of Default under Section 9.1, and if an Event of Default has occurred and is continuing, such sales, transfers or dispositions of Eligible
Properties shall only be among the Borrower and Subsidiaries of the Borrower that meet the requirements of clause (f) of the definition of Eligible Property, and (2) if an Event of Default has occurred and is continuing, such sales,
transfers or dispositions of assets other than Eligible Properties shall only be among the Parent, the Borrower and Wholly Owned Subsidiaries of the Borrower. 

  
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 Section 9.8 Fiscal Year. 

The Parent shall not change its fiscal year from that in effect as of the Agreement Date. 

Section 9.9 Modifications of Organizational Documents. 

The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise
modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement,
restatement or other modification could reasonably be expected to have a Material Adverse Effect. 
 Section 9.10 Transactions with Affiliates.

 The Parent and the Borrower shall not, and shall not permit any Subsidiary or any other Loan Party to, permit to exist or enter into,
any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (other than a Loan Party), except (a) transactions in the ordinary course of and pursuant to the reasonable
requirements of the business of the Parent, the Borrower or any Subsidiary and upon fair and reasonable terms which are no less favorable to the Parent, the Borrower or such Subsidiary than would be obtained in a comparable arm’s length
transaction with a Person that is not an Affiliate and (b) transactions solely among the Parent, the Borrower, other Loan Parties and Wholly Owned Subsidiaries. 

Section 9.11 ERISA Exemptions. 
 The
Parent and the Borrower shall not, and shall not permit any Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations
promulgated thereunder. 
 ARTICLE X. DEFAULT 

Section 10.1 Events of Default. 
 Each
of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of Applicable Law or pursuant to any judgment or order of any Governmental
Authority: 
 (a) Default in Payment of Principal. The Borrower shall fail to pay when due (whether upon demand, at maturity, by
reason of acceleration or otherwise) the principal of any of the Loans, or any Reimbursement Obligation. 
 (b) Default in Payment of
Interest and Other Obligations. (i) The Borrower shall fail to pay when due any interest on any of the Loans, and such failure shall continue for a period of 5 Business Days or (ii) the Borrower shall fail to pay when due any of the
other payment Obligations owing by the Borrower under this Agreement or any other Loan Document, or any other Loan Party shall fail to pay when due any payment Obligation owing by such other Loan Party under any Loan Document to which it is a party,
and in each case, such failure shall continue for a period of ten (10) calendar days after the date on which the Borrower or such Loan Party receives notice of such failure from the Agent. 

  
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 (c) Default in Performance. (i) The Borrower or the Parent shall fail to perform
or observe any term, covenant, condition or agreement contained in the second proviso of Section 2.4(c), Section 7.8, Section 8.1, Section 8.2, Section 8.3, Section 8.4(i) or in Article IX or (ii) the Borrower, the
Parent or any other Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other Loan Document to which it is a party and not otherwise mentioned in this Section and in the case of
this clause (ii) only such failure shall continue for a period of 30 days after the date upon which the Borrower has received written notice of such failure from the Agent. 

(d) Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party under
this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished or made or deemed made by or on behalf of any Loan Party to the Agent or any Lender, shall at any time
prove to have been incorrect or misleading, in light of the circumstances in which made or deemed made, in any material respect when furnished or made or deemed made. 

(e) Indebtedness Cross Default; Derivatives Contracts. 

(i) The Borrower, the Parent or any other Loan Party shall fail to pay when due and payable, within any applicable grace or
cure period, the principal of, or interest on, any Indebtedness (other than (x) Indebtedness which is Nonrecourse Indebtedness to the Borrower, the Parent and each other Loan Party, (y) the Loans and Reimbursement Obligations and
(z) Indebtedness in respect of Derivatives Contracts) having an aggregate outstanding principal amount of $50,000,000 or more (“Material Indebtedness”); 

(ii) (x) the maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any
indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid or repurchased prior to the stated maturity
thereof (other than as a result of actions taken by the Borrower, the Parent or a Loan Party in the ordinary course of business); 

(iii) any other event shall have occurred and be continuing which permits any holder or holders of Material Indebtedness, any
trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity; or

 (iv) as a result of any Loan Party’s failure to perform or observe any term, covenant, condition or agreement
contained in any Derivatives Contract, such Derivatives Contract is terminated and the Derivatives Termination Value owed by such Loan Party as a result thereof is $50,000,000 or more. 

  
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 (f) Voluntary Bankruptcy Proceeding. The Parent, the Borrower, any other Loan Party
or any Significant Subsidiary shall: (i) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other
Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it
in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection; (iv) apply for or consent to, or fail to contest in a timely and appropriate
manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they
become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership action for the purpose of effecting any
of the foregoing. 
 (g) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against the Parent, the
Borrower, any other Loan Party or any Significant Subsidiary in any court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect) or under any
other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person,
or of all or any substantial part of the assets, domestic or foreign, of such Person, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive calendar days, or an order granting the remedy or other relief
requested in such case or proceeding against the Parent, the Borrower, such Significant Subsidiary or such other Loan Party (including, but not limited to, an order for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall
be entered. 
 (h) Litigation; Enforceability. The Parent, the Borrower or any other Loan Party shall disavow, revoke or terminate
(or attempt to terminate) any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of this Agreement, any Note
or any other Loan Document or this Agreement, any Note, the Facility Guaranty or any other Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof). 

(i) Judgment. A judgment or order for the payment of money or for an injunction shall be entered against the Parent, the Borrower or
any other Loan Party, by any court or other tribunal and (i) such judgment or order shall continue for a period of 30 days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount of
such judgment or order for which insurance has not been acknowledged in writing by the applicable insurance carrier (or the amount as to which the insurer has denied liability) exceeds, individually or together with all other such outstanding
judgments or orders entered against the Parent, the Borrower and such other Loan Parties, $50,000,000 or (B) in the case of an injunction or other non-monetary judgment, such injunction or judgment could
reasonably be expected to have a Material Adverse Effect. 

  
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 (j) Attachment. A warrant, writ of attachment, execution or similar process shall be
issued against any property of the Parent, the Borrower or any other Loan Party which exceeds, individually or together with all other such warrants, writs, executions and processes, $50,000,000 in amount and such warrant, writ, execution or process
shall not be discharged, vacated, stayed or bonded for a period of 30 days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall
execute a waiver or subordination agreement in form and substance satisfactory to the Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates
any Lien it may have on the assets of any Loan Party. 
 (k) ERISA. Any member of the ERISA Group shall fail to pay when due an
amount or amounts aggregating in excess of $50,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Liabilities in excess of $50,000,000 shall be filed
under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under
Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Plan or Plans having aggregate Unfunded Liabilities in excess of $50,000,000; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any such Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $50,000,000. 

(l) Loan Documents. An Event of Default (as defined therein) shall occur under any of the other Loan Documents. 

(m) Change of Control/Change in Management. 

(i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of
more than 33% of the total voting power of the then outstanding voting stock of the Parent; 
 (ii) During any period of 12
consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12 month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for
election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the Board of Directors of the Parent then in office; or 
 (iii) The Parent
or a Wholly Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower. 

  
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 (n) An Event of Default under and as defined in any of the Existing Term Loan Facility shall
occur. 
 Section 10.2 Remedies Upon Event of Default. 

Upon the occurrence of an Event of Default the following provisions shall apply: 

(a) Acceleration; Termination of Facilities. 

(i) Automatic. Upon the occurrence of an Event of Default specified in Section 10.1(f) or 10.1(g), (A)(i) the
principal of, and all accrued interest on, the Loans and the Notes at the time outstanding, (ii) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit
into the Collateral Account pursuant to Section 10.5 and (iii) all of the other Obligations (other than obligations in respect of Derivatives Contracts), including, but not limited to, the other amounts owed to the Lenders, the Issuing
Banks and the Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by
the Borrower and (B) all of the Commitments, the obligation of the Lenders to make Loans, and the obligation of the Issuing Banks to issue Letters of Credit hereunder, shall all immediately and automatically terminate. 

(ii) Optional. If any other Event of Default shall exist, the Agent shall, at the direction of the Requisite Lenders:
(A) declare (1) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding, (2) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such other Event
of Default for deposit into the Collateral Account pursuant to Section 10.5 and (3) all of the other Obligations (other than obligations in respect of Derivatives Contracts), including, but not limited to, the other amounts owed to the
Lenders and the Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind,
all of which are expressly waived by the Borrower and (B) terminate the Commitments, the obligation of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder. 

(b) Loan Documents. The Requisite Lenders may direct the Agent to, and the Agent if so directed shall, exercise any and all of its
rights under any and all of the other Loan Documents. 
 (c) Applicable Law. The Requisite Lenders may direct the Agent to, and the
Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law. 
 (d) Appointment of
Receiver. To the extent permitted by Applicable Law, the Agent and the Lenders shall be entitled to the appointment of a receiver for the assets and properties of the Parent, the Borrower and the Subsidiaries, without notice of any kind
whatsoever and without regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion of the business operations of the Parent, the Borrower and the
Subsidiaries and to exercise such power as the court shall confer upon such receiver. 

  
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 Section 10.3 [Reserved]. 

Section 10.4 Allocation of Proceeds. 

If an Event of Default shall exist and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of
the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: 

(a) amounts due the Agent in respect of fees and expenses due under Section 12.2; 

(b) amounts due the Lenders in respect of fees and expenses due under Section 12.2, pro rata in the amount then due each Lender; 

(c) payments of interest on all other Loans and Reimbursement Obligations, to be applied for the ratable benefit of the Lenders; 

(d) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable
benefit of the Lenders; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the
Agent for deposit into the Collateral Account; 
 (e) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; 

(f) payment of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan
Documents, if any, to be applied for the ratable benefit of the Lenders; and 
 (g) any amount remaining after application as provided
above, shall be paid to the Borrower or whomever else may be legally entitled thereto. 
 Section 10.5 Collateral Account. 

(a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower
hereby pledges and grants to the Agent, for the ratable benefit of the Agent and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the
Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Agent as
provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this Section. Amounts shall be deposited into the Collateral Account as provided in
Sections 2.4(c), 2.4(j), 2.8(b), 2.14, 3.11, 10.2(a) and 10.4(f). 

  
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 (b) Amounts on deposit in the Collateral Account shall be invested and reinvested by the
Agent in such Cash Equivalents as the Agent shall determine in its sole discretion for the benefit of the parties as set forth in this Section 10.5. All such investments and reinvestments shall be held in the name of and be under the sole
dominion and control of the Agent for the ratable benefit of the Lenders. The Borrower irrevocably authorizes Agent to exercise any and all rights of the Borrower in respect of the Collateral Account and to give all instructions, directions and
entitlement orders in respect thereof as Agent shall deem necessary or desirable. The Borrower agrees to do such further acts and things, and to execute and deliver such additional documents as Agent may reasonably request at any time in connection
with the administration or enforcement of its rights with respect to the Collateral Account. The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised
such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to
preserve rights against any parties with respect to any funds held in the Collateral Account. 
 (c) If a drawing pursuant to any Letter of
Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Lenders authorize the Agent to use the monies deposited in the Collateral Account and proceeds thereof to make payment to the beneficiary with respect to
such drawing or the payee with respect to such presentment. 
 (d) If an Event of Default exists, the Requisite Lenders may, in their
discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations in accordance with Section 10.4. 

(e) So long as no Default or Event of Default exists, and to the extent amounts on deposit in or credited to the Collateral Account exceed the
aggregate amount of the Letter of Credit Liabilities then due and owing, the Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower within 10 Business Days after the Agent’s receipt of such request from the
Borrower, against receipt but without any recourse, warranty or representation whatsoever, such amount of the credit balances in the Collateral Account as exceeds the aggregate amount of the Letter of Credit Liabilities at such time. In addition to
the foregoing, upon the cancellation and return of any Letter of Credit, so long as no Default or Event of Default exists and to the extent amounts on deposit in or credited to the Collateral Account exceed the aggregate amount of the Letter of
Credit Liabilities then due and owing to the Issuing Bank with respect to such Letter of Credit, any amount held in the Collateral Account and attributable to such Letter of Credit shall be returned to the Borrower within 10 Business Days after the
Agent’s receipt of such cancelled and returned Letter of Credit. 
 (f) So long as no Default or Event of Default exists, cash
collateral (or the appropriate portion thereof) provided to reduce the Issuing Banks’ exposure to any Defaulting Lender’s Letter of Credit Liability shall no longer be required to be held as cash collateral pursuant to this
Section 10.5 following (x) the elimination or reduction of the applicable exposure to a Defaulting Lender’s Letter of Credit Liability (including by the termination of Defaulting Lender status of the applicable Lender), or
(y) the determination by the Agent that there exists excess cash collateral, and the Agent shall deliver to the 

  
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 Borrower, against receipt but without any recourse, warranty or representation whatsoever, such cash
collateral or portion thereof that was provided by the Borrower; provided that the Borrower and any Issuing Bank may agree that cash collateral shall be held to support future anticipated exposure to a Defaulting Lender’s Letter of Credit
Liability or other obligations and such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents. 

(g) The Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with the
Agent’s administration of the Collateral Account and investments and reinvestments of funds therein. 
 Section 10.6 Performance by Agent.

 If the Borrower, the Parent or any other Loan Party shall fail to perform any covenant, duty or agreement contained in any of the Loan
Documents, the Agent may, after notice to the Borrower, perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower, the Parent or such Loan Party after the expiration of any cure or grace periods set forth herein. In
such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Post Default Rate from
the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower, the Parent or any other Loan Party
under this Agreement or any other Loan Document. 
 Section 10.7 Rights Cumulative. 

The rights and remedies of the Agent and the Lenders under this Agreement and each of the other Loan Documents shall be cumulative and not
exclusive of any rights or remedies which any of them may otherwise have under Applicable Law. In exercising their respective rights and remedies the Agent and the Lenders may be selective and no failure or delay by the Agent or any of the Lenders
in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right. 

ARTICLE XI. THE AGENT 

Section 11.1 Authorization and Action. 

Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to
exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Not in limitation of the
foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance
with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding
upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender or to impose on the Agent duties or obligations other than those expressly provided for herein. It is understood and agreed that the
use of the term “agent” herein 

  
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 or in any other Loan Documents (or any other similar term) with reference to the Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between contracting parties. Each Lender agrees that it will not assert any claim against the Agent based on an alleged breach of fiduciary duty by the Agent in connection with this Agreement and/or the transactions contemplated hereby. At the
request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the
request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such
Lender pursuant to the terms of this Agreement or any such other Loan Document. The Agent shall not have any duties or obligations except those expressly set forth herein. As to any matters not expressly provided for by the Loan Documents
(including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected
and have no liability hereunder in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding
upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action (i) which exposes the Agent to personal
liability or which is contrary to this Agreement or any other Loan Document or Applicable Law unless the Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such
action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or
relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided,
further, that the Agent may seek clarification or direction from the Requisite Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Not in limitation
of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required
under any provision of this Agreement) have so directed the Agent to exercise such right or remedy. The Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their
respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the Commitments as well as activities as Agent. The Agent shall not be responsible for the negligence or misconduct of any
sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. With the exception of Section 11.8 hereof, the provisions of this Article XI are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third-party
beneficiary of any of such provisions. 

  
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 Section 11.2 Agent’s Reliance, Etc. 

Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers,
agents, employees or counsel shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the
holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent, and may rely on the Register to the extent set forth in Section 12.5(c); (b) may consult
with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any recitals, statements,
warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document or the contents of any certificate, report or other document delivered thereunder or in connection therewith; (d) shall not have
any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan
Document on the part of the Parent, the Borrower, any Loan Party or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1) or inspect the property, books
or records of the Parent, the Borrower, any Loan Party or any other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other
Loan Document, any other instrument or document furnished pursuant thereto (including, for the avoidance of doubt, in connection with the Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page) or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; (f) shall be entitled to
rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or
intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact
meets the requirements set forth in the Loan Documents for being the maker thereof); and (g) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower, the Parent or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. Unless set forth in writing to the contrary, the
making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1 and 5.2 and that have not
previously been waived by the Requisite Lenders. 

  
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 Section 11.3 Notice of Defaults. 

The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default (other than an Event of Default
under Section 10.1(a) or Section 10.1(b)(i)) unless the Agent has received notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such Default or Event of Default and stating that such
notice is a “notice of default.” If the Agent receives such a “notice of default”, the Agent shall give prompt notice thereof to the Lenders. 

Section 11.4 JPMorgan as Lender. 

JPMorgan, as a Lender, shall have the same rights and powers under this Agreement and any other Loan Document as any other Lender and may
exercise the same as though it were not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include JPMorgan in each case in its individual capacity. JPMorgan and its Affiliates may each
accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with, the Borrower, any other Loan Party or any
other Affiliate thereof as if it were any other bank and without any duty to account therefor to the other Lenders. Further, the Agent and any Affiliate may accept fees and other consideration from the Borrower for services in connection with this
Agreement and otherwise without having to account for the same to the other Lenders. The Lenders acknowledge that, pursuant to such activities, JPMorgan or its Affiliates may receive information regarding the Parent, the Borrower, other Loan
Parties, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them. 

Section 11.5 Erroneous Payments. 

(a) Each Lender hereby agrees that (x) if the Agent notifies such Lender that the Agent has determined in its sole discretion that any
funds received by such Lender from the Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to
such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Agent the amount of any such Payment
(or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is
repaid to the Agent at the greater of the NYFRB Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such
Lender shall not assert, and hereby waives, as to the Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of
any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Agent to any Lender under this Section 11.5(a) shall be conclusive, absent manifest error. 

  
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 (b) Each Lender hereby further agrees that if it receives a Payment from the Agent or any of
its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that
was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or
portion thereof) may have been sent in error, such Lender shall promptly notify the Agent of such occurrence and, upon demand from the Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Agent the amount
of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the
date such amount is repaid to the Agent at the greater of the NYFRB Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. 

(c) The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not
recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Agent shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party. 
 (d) Each party’s obligations under this
Section 11.5(a) shall survive the resignation or replacement of the Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all
Obligations under any Loan Document. 
 Section 11.6 Lender Credit Decision, Etc. 

Each Lender expressly acknowledges and agrees that neither the Agent nor any of its officers, directors, employees, agents, counsel, attorneys
in fact or other Affiliates has made any representations or warranties as to the financial condition, operations, creditworthiness, solvency or other information concerning the business or affairs of the Parent, the Borrower, any other Loan Party,
any Subsidiary or any other Person to such Lender and that no act by the Agent hereafter taken, including any review of the affairs of the Parent, the Borrower, any other Loan Party or any other Subsidiary, shall be deemed to constitute any such
representation or warranty by the Agent to any Lender. Each Lender acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby and analysis as to whether the
credit facility evidenced by this Agreement meets its own criteria with regard to environmental impact and/or sustainability performance, independently and without reliance upon the Agent, any Titled Agent, any other Lender or counsel 

  
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 to the Agent, or any of their respective officers, directors, employees and agents, and based on the
financial statements of the Parent, the Borrower, the Subsidiaries or any other Affiliate thereof, and inquiries of such Persons, its independent due diligence of the business and affairs of the Parent, the Borrower, the other Loan Parties, the
Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent, any Titled Agent, any other Lender or counsel to the Agent or any of their respective officers, directors, employees and agents, and based on such review, advice,
documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. Except for notices, reports and other documents and information expressly required to be
furnished to the Lenders by the Agent under this Agreement or any of the other Loan Documents, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property,
financial and other condition or creditworthiness of the Parent, the Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the Agent, or any of its officers, directors, employees, agents, attorneys in fact
or other Affiliates. Each Lender acknowledges that the Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Agent and is not acting as counsel to such Lender. Each Lender, by
delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have
acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Agent or the Lenders on the Effective Date. 

Section 11.7 Indemnification of Agent. 

Each Lender agrees to indemnify the Agent and its Related Parties (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses, or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (in its
capacity as Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under the Loan Documents (collectively,
“Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or willful misconduct as determined by a court of
competent jurisdiction in a final, non-appealable judgment or if the Agent fails to follow the written direction of the Requisite Lenders (or all of the Lenders if expressly required hereunder) unless such
failure results from the Agent following the advice of counsel to the Agent of which advice the Lenders have received notice. Without limiting the generality of the foregoing but subject to the preceding proviso, each Lender agrees to reimburse the
Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), promptly upon demand for its ratable share of any out of pocket expenses (including reasonable counsel fees of the counsel(s) of the
Agent’s own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or
action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent,
and/or the Lenders arising under any Environmental Laws. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the
Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each
Lender making any such payment. 

  
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 Section 11.8 Successor Agent. 

(a) The Agent may resign at any time as Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. The
Agent may be removed as Agent under the Loan Documents (i) by the Requisite Lenders (other than the Lender then acting as Agent) or the Borrower as a result of its gross negligence or willful misconduct as determined by a court of competent
jurisdiction in a final and non-appealable judgment upon 30 days’ prior written notice to the Agent and (ii) by the Borrower as a result of it being a Defaulting Lender or meeting the criteria of a
Defaulting Lender, in each case under clauses (a) through (c) of the definition thereof or under clause (d) of the definition thereof solely as a result of it (and not its direct or indirect parent) becoming the subject of a Bankruptcy
Event or a Bail-In Action, upon 15 days’ prior written notice so long as Agent is still a Defaulting Lender (or meets the criteria of a Defaulting Lender) under the standards set forth above on the last
day of such 15 day notice period. Upon any such resignation or removal, the Requisite Lenders (other than the Lender then acting as Agent, in the case of the removal of the Agent under the immediately preceding sentence) shall have the right to
appoint a successor Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all
events, be deemed to have approved each Lender and its Affiliates that are Qualified Institutions as a successor Agent). If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have
accepted such appointment, within 30 days after the resigning Agent’s giving of notice of resignation or the Lenders’ removal of the resigning Agent, then the resigning or removed Agent may, on behalf of the Lenders, appoint a successor
Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under
the Loan Documents. Such successor Agent shall, in its capacity as an Issuing Bank, issue letters of credit in substitution for the Letters of Credit issued by the current Agent, if any, outstanding at the time of such succession or shall make other
arrangements satisfactory to the current Agent, as an Issuing Bank, in either case, to assume effectively the obligations of the current Agent, as an Issuing Bank, with respect to such Letters of Credit. After any Agent’s resignation or removal
hereunder as Agent, the provisions of this Article XI and Sections 12.2 and 12.9 shall continue to inure to the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. 
 (b) Notwithstanding paragraph (a) of
this Section, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness
of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and
under the other Loan Documents and (ii) the Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent; provided that (A) all payments required to be made hereunder or
under any other Loan Document to the Agent for the account of any Person other than the Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Agent shall
directly be given or made to each Lender and each Issuing Bank. 

  
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 Section 11.9 Titled Agents. 

Each of the Titled Agents in each such respective capacity, assumes no responsibility or obligation hereunder, including, without limitation,
for servicing, enforcement or collection of any of the Loans, or for any duties as an agent hereunder for the Lenders. The titles of “Co-Lead Arranger”, “Book Manager”, “Syndication
Agent”, “Documentation Agent” and “Sustainability Structuring Agent” are solely honorific and imply no fiduciary responsibility on the part of the Titled Agents to the Agent, the Borrower or any Lender and the use of such
titles does not impose on the Titled Agents any duties or obligations greater than those of any other Lender or entitle the Titled Agents to any rights other than those to which any other Lender is entitled. 

Section 11.10 Certain ERISA Matters. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Agent and not, for the avoidance of doubt, to or for the benefit of the Parent, the Borrower or any other Loan Party,
that at least one of the following is and will be true: 
 (i) such Lender is not using “plan assets” (within the
meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this
Agreement, 
 (ii) the transaction exemption set forth in one or more PTEs, such as PTE
84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a
class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of
Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or 

  
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 (iv) such other representation, warranty and covenant as may be agreed in
writing between the Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless either
(1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Agent and each Co-Lead Arranger and not, for the avoidance of doubt, to or for the
benefit of the Parent, the Borrower or any other Loan Party, that none of the Agent, any co-Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved
in the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Loan Document or any documents related to hereto or thereto). 

(c) The Agent, and each Co-Lead Arranger hereby informs the Lenders that each such Person is not
undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or
an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Letters
of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions
contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees,
utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees
similar to the foregoing. 
 Section 11.11 Sustainability Matters. 

Each party hereto hereby agrees that neither the Agent nor the Sustainability Structuring Agent shall have any responsibility for (or liability in respect of)
reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate (and the
Agent may rely conclusively on any such certificate, without further inquiry). 

  
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 ARTICLE XII. MISCELLANEOUS 

Section 12.1 Notices. 
 Unless
otherwise provided herein, communications provided for hereunder shall be in writing and shall be mailed, telecopied or delivered as follows: 

If to the Borrower: 
 Piedmont
Operating Partnership, LP 
 5565 Glenridge Connector, Suite 450 

Atlanta, GA 30342 
 Attn: Chief
Financial Officer 
 Telephone:     (770) 418-8800 

Telecopy:       (770) 418-8900 

With a copy to: 

King & Spalding LLP 

1180 Peachtree Street 
 Atlanta,
GA 30309 
 If to the Agent: 

JPMorgan Chase Bank, N.A. 
 500
Stanton Christiana Rd. NCC 5, Floor 1 
 Newark, DE 19713-2107 

With a copy to: 
 JPMorgan Chase
Bank, N.A. 
 8181 Communications Pkwy 

Plano, TX 75024 
 If to an
Issuing Bank: 
 JPMorgan Chase Bank, N.A. 

500 Stanton Christiana Rd. NCC 5, Floor 1 

Newark, DE 19713-2107 

  
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 If to a Lender: 

To such Lender’s address or telecopy number, as applicable, set forth in its Administrative Details Form; 

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this
Section. All such notices and other communications shall be effective (i) if mailed, when received; (ii) if telecopied, when successfully transmitted during the hours of 9:00 A.M. and 5:00 P.M. (in the time zone of the recipient thereof)
(any telecopied notice received after 5:00 P.M. in such time zone shall be effective on the next succeeding day); or (iii) if hand delivered or sent by overnight courier, when delivered. Notwithstanding the immediately preceding sentence, all
notices or communications to the Agent or any Lender under Article II shall be effective only when actually received. Neither the Agent nor any Lender shall incur any liability to any Loan Party (nor shall the Agent incur any liability to the
Lenders) for acting upon any telephonic notice referred to in this Agreement which the Agent or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good
faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to any other Person. 

Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Platform pursuant to procedures
approved by the Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Agent and the applicable Lender. The 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 Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon
the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address
therefor; provided that, for both clauses (i) and (ii) above, if such notice, email 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. 

  
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 Section 12.2 Expenses. 

The Borrower agrees (a) to pay or reimburse the Agent for all reasonable third party out-of-pocket costs and expenses incurred in connection with the preparation, due diligence, administration, initial syndication (and any subsequent syndication resulting from the Borrower’s election to
increase the Commitments pursuant to Section 2.16), negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expenses and travel expenses relating to closing), and the
consummation of the transactions contemplated thereby, including the reasonable fees and disbursements of counsel to the Agent and costs and expenses in connection with the use of IntraLinks, Inc., SyndTrak or other similar information transmission
systems in connection with the Loan Documents, (b) to pay or reimburse each Issuing Bank for all reasonable out-of-pocket expenses incurred by such Issuing Bank in
connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse the Agent and the Lenders for all their reasonable costs and expenses incurred in
connection with the enforcement or preservation of any rights or any “work-out” under the Loan Documents, including the reasonable fees and disbursements of their respective counsel (including the
allocated fees and expenses of in-house counsel) and, without duplication of Section 12.9, any payments in indemnification or otherwise payable by the Lenders to the Agent pursuant to the Loan Documents,
(d) to pay, and indemnify and hold harmless the Agent and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise
and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent
under or in respect of, any Loan Document and (e) to the extent not already covered by any of the preceding subsections, to pay or reimburse the Agent and the Lenders for all their reasonable costs and expenses incurred in connection with any
bankruptcy or other proceeding of the type described in Section 10.1(f) or 10.1(g), including the reasonable fees and disbursements of counsel to the Agent and any Lender, whether such fees and expenses are incurred prior to, during or after
the commencement of such proceeding or the confirmation or conclusion of any such proceeding. If the Borrower shall fail to pay any amounts required to be paid by it pursuant to this Section, the Agent and/or the Lenders may pay such amounts on
behalf of the Borrower and either deem the same to be Loans outstanding hereunder or otherwise Obligations owing hereunder. 
 Section 12.3 Setoff.

 Subject to Section 3.3 and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation
of any such rights, the Borrower hereby authorizes the Agent, each Lender, each Affiliate of the Agent or any Lender, and each Participant, at any time while an Event of Default exists, without prior notice to the Borrower or to any other Person,
any such notice being hereby expressly waived, but in the case of a Lender, an Affiliate of a Lender or a Participant subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to
apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender, any such
Affiliate of the Agent or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have
been declared to be, or have otherwise become, due and payable as permitted by Section 10.2, and although such obligations shall be contingent or unmatured. If any Defaulting Lender shall exercise any such right of setoff, (x) all amounts
so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of the Agent, the Issuing Banks and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it
exercised such right of setoff. 

  
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 Section 12.4 Litigation; Jurisdiction; Other Matters; Waivers. 

(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE PARENT, THE BORROWER, THE AGENT OR ANY OF THE LENDERS
WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT, THE PARENT AND THE BORROWER HEREBY WAIVES
ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT OR BY
REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE PARENT, THE BORROWER, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS. 

(b) EACH OF THE PARENT, THE BORROWER, THE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK SITTING IN THE BOROUGH OF MANHATTAN AND IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION (PURSUANT TO §5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) THE SUPREME COURT OF THE STATE OF NEW YORK
SITTING IN THE BOROUGH OF MANHATTAN, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE PARENT, THE BORROWER, THE AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE
LOANS AND LETTERS OF CREDIT, THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. THE PARENT, THE BORROWER AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING
WAS BROUGHT IN AN INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT
OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION. 
 (c) THE PROVISIONS OF THIS SECTION HAVE BEEN
CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE
TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS AGREEMENT. 

  
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 Section 12.5 Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by way of participation in accordance with
the provisions of the immediately following subsection (d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection (f) (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 the immediately following subsection (d) and, to the extent expressly contemplated hereby, the Related Parties of the Agent and the Lenders and of their respective Affiliates) any legal or equitable right, remedy or claim
under or by reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may at any time assign to one or more 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 at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the
time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in the immediately preceding subsection (A), the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than, and the amount of such Commitment (or
Loans, if the applicable Commitment is not then in effect) not subject to such assignment and not participated by such Lender shall be at least equal to, $5,000,000 unless each of the Agent and, so long as no Default or Event of Default shall exist,
the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 

  
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 (ii) Proportionate Amounts. Each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned. 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B)
of this subsection (b) and, in addition: 
 (A) the consent of the Borrower (such consent not to be unreasonably
withheld or delayed) shall be required unless (x) a Default or Event of Default shall exist at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender which Affiliate is a Qualified Institution, or an
Approved Fund which is a Qualified Institution; provided that the Borrower shall be deemed to have consented to an assignment of all or a portion of the Revolving Loans and Commitments unless it shall have objected thereto by written notice to the
Agent within ten (10) Business Days after having received written notice thereof; and 
 (B) the consent of the Agent
and each Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment. 

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Agent (x) an
Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Agent and the parties to the Assignment and Assumption are participants,
together with a processing and recordation fee of $3,500 for each assignment, and the assignee, if it is not a Lender, shall deliver to the Agent an Administrative Details Form in which the assignee designates one or more Persons to whom all
syndicate-level information (which may contain material non-public information about the Borrower, the Parent and their related parties or their respective securities) will be made available and who may
receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws. 

(v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries. 
 (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person or a
holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof. 
 Subject to
acceptance and recording thereof by the Agent pursuant to the immediately following subsection (c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and 

  
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obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.4, 12.2 and 12.9 and the other provisions of this
Agreement and the other Loan Documents as provided in Section 12.10 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with the immediately following subsection (d). 

(c) Register. The Agent, acting solely for this purpose as a non-fiduciary agent of the
Borrower, shall maintain at the Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated
interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice. 
 (d) Participations. Any Lender may at any time, without the consent of,
or notice to, the Borrower, the Agent or the Issuing Banks, sell participations to any Person (other than a Defaulting Lender, a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of,
a natural person or relative(s) thereof, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (iii) the Borrower, the Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver of any provision of any Loan Document described in the second
sentence of Section 12.6 that adversely affects such Participant. Subject to the immediately following subsection (e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.12, 4.1, 4.4 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 12.3 as though it were
a Lender, provided such Participant agrees to be subject to Section 3.3 as though it were a Lender. Upon request from the Agent or the Borrower through the Agent, a Lender shall notify the Agent and the Borrower of the sale of any participation
hereunder. 

  
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 Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the
Commitment, Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the
identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. 

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.12 and 4.1
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant
acquired the applicable participation or the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.12 unless such Participant
agrees, for the benefit of the Borrower and the Agent, to comply with Section 3.12(g) as though it were a Lender. 
 (f) Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g) No Registration. Each Lender agrees that, without the prior written consent of the Borrower and the Agent, it will not make any
assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of
any other jurisdiction. 
 Section 12.6 Amendments. 

(a) Subject to Section 4.2(b), Section 4.2(c) and Section 12.6(f), except as otherwise expressly provided in this Agreement, any
consent or approval required or permitted by this Agreement or any other Loan Document to be given by the Lenders may be given, and any term of this Agreement or of any other Loan Document may be amended, and the performance or observance by the
Borrower or any other Loan Party or any Subsidiary of any terms of this Agreement or such other Loan Document or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively
or prospectively) with, but only with, the written consent of the Requisite Lenders (and, in the case of an amendment to any Loan Document, the written consent of each Loan Party a party thereto). 

(b) Notwithstanding the foregoing, without the prior written consent of each Lender adversely affected thereby, no amendment, waiver or
consent shall do any of the following: 

  
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 (i) increase the amount of the Commitment of any Lender, increase the
aggregate amount of the Commitments of all of the Lenders (except for any increase in the Commitments effectuated pursuant to Section 2.16) or subject the Lenders to any additional obligations; 

(ii) reduce the principal of, or interest that has accrued or the rates of interest (except that changes to the definition of
Total Leverage Ratio or any component thereof shall only require the consent of the Requisite Lenders) that will be charged on the outstanding principal amount of, any Loans or other Obligations; 

(iii) reduce the amount of any Fees payable hereunder or postpone any date fixed for payment thereof; 

(iv) modify the definition of the term “Termination Date” (except as contemplated under Section 2.13) or
otherwise postpone any date fixed for any payment of any principal of, or interest on, any Loans or any other Obligations (including the waiver of any Default or Event of Default as a result of the nonpayment of any such Obligations as and when
due), or extend the expiration date of any Letter of Credit beyond the Termination Date; 
 (v) amend or otherwise modify the
provisions of Section 3.2 or, if an Event of Default exists, Section 10.4; 
 (vi) modify the definition of the
term “Requisite Lenders” or otherwise modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, including without limitation, any
modification of this Section 12.6 if such modification would have such effect; 
 (vii) release any Guarantor from its
obligations under the Facility Guaranty (except as otherwise permitted under Section 7.12(b)); or 
 (viii) amend or
otherwise modify the provisions of Section 2.15(a). 
 (c) Each request by the Borrower for the consent of any Lender to any amendment,
waiver or consent shall be given in the form of a written notice to such Lender, and (b) shall be accompanied by a description of the matter or issue as to which such determination, approval, consent or disapproval is requested, or shall advise
such Lender where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved. Each Lender shall reply promptly, but in any event within 10 Business Days (or such lesser or
greater period as may be specifically required under the Loan Documents) of receipt of such communication. Except as otherwise provided in this Agreement and except for matters that require the consent of all Lenders or each Lender adversely
affected thereby, unless a Lender shall give written notice to the Agent that it specifically objects to the requested amendment, waiver or consent within the applicable time period for reply, such Lender shall be deemed to have conclusively
approved of or consented to such amendment, waiver or consent. 

  
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 (d) No amendment, waiver or consent, unless in writing and signed by the Agent, in such
capacity, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.4,
Section 3.11 or the obligations of any Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of such Issuing Bank. 

(e) No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver
or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right or power shall operate as a waiver
thereof or otherwise be prejudicial thereto, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of any steps to enforce such right or power, preclude any other or further exercise of such right
or power or any other right or power. Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section, notwithstanding any attempted cure or
other action by the Borrower, any other Loan Party or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Borrower
shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. 
 (f) If the Agent and the Borrower
acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Agent and the Borrower shall be permitted to amend, modify or supplement such
provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement. The Agent shall promptly provide a copy
of such amendment to the Lenders. 
 Section 12.7 No Fiduciary Duty, Etc. 

Each of the Parent and the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will
have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan
Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged
breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax,
investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the
transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto. 

  
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 Each of the Parent and the Borrower further acknowledges and agrees, and acknowledges its
Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial
services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and
financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any
Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. 

In addition, each of the Parent and the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each
Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions
described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the
performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the
transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies. 

Section 12.8 Confidentiality. 
 (a)
Each of the Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, advisors and other representatives (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, or required to be disclosed to, any nationally recognized rating agency or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance
Commissioners) having or purporting to have jurisdiction over it, (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 under any Loan Document (or any Derivatives Contract with a Lender or the Agent) or any action or proceeding relating to any Loan Document (or any such Derivatives Contract) or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or proposed Eligible Assignee or Participant, or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Parent or the Borrower and its obligations, (g) with the consent of the Borrower, (h) to bank trade publications, such information to consist of deal terms and other
information customarily found in such publications, and (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section actually known by the Agent or such Lender to be a breach of this
Section or (y) becomes available to the Agent, any Lender or any Affiliate of the Agent or any Lender on a nonconfidential basis from a source other than the Parent or the Borrower, provided that such source is not actually known by the Agent,
such Lender or such Affiliate of the Agent or any Lender to be bound by, and in 

  
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violation of, a confidentiality agreement with the Parent, the Borrower or another Loan Party. Neither Agent nor any Lender will use, nor will they consent to their respective Affiliates or such
Affiliates’ respective partners, directors, officers, employees, agents, advisors or other representatives use of, Information obtained by the Agent or such Lender by virtue of the transactions contemplated by the Loan Documents or other
relationships of the Agent or such Lender with the Borrower or the Parent in connection with the performance by the Agent or such Lender of services for other companies, and neither Agent nor any Lender will furnish any such Information to other
companies, in either case, if prohibited by this Section. Notwithstanding the foregoing, the Agent and each Lender may disclose any such confidential information, without notice to the Parent or the Borrower or any other Loan Party, to Governmental
Authorities in connection with any regulatory examination of the Agent or such Lender or in accordance with the regulatory compliance policy of the Agent or such Lender. As used in this Section, the term “Information” means all information
received from the Parent, the Borrower, any other Loan Party or any Subsidiary or Affiliate relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Agent or any Lender on a
nonconfidential basis prior to disclosure by the Parent, the Borrower, any other Loan Party or any Subsidiary or Affiliate and other than information pertaining to this Agreement routinely provided by arrangers and lenders to data service providers,
including league table providers, that serve the lending industry, provided that, in the case of any such information received from the Parent, the Borrower, any other Loan Party or any Subsidiary or Affiliate after the date hereof, such information
is clearly identified at the time of delivery as confidential or non-public. 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. 

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 12.8(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER, THE PARENT AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
SECURITIES LAWS. 
 (c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE AGENT PURSUANT TO,
OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE PARENT AND THEIR RELATED PARTIES OR THEIR
RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE DETAILS FORM A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW. 

  
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 Section 12.9 Indemnification. 

(a) The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Agent, the Sustainability Structuring Agent, each of the
Lenders, and each Related Party of the foregoing Persons (each referred to herein as an “Indemnified Party”) from and against any and all of the following (collectively, the “Indemnified Costs”): losses, costs, claims, damages,
liabilities, deficiencies, judgments or reasonable expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any
litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses indemnification in respect of which is specifically covered
by Section 3.12 or 4.1 or expressly excluded from the coverage of such Section 3.12 or 4.1) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, mediation,
investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other Loan Document or
the transactions contemplated thereby; (ii) the making of any Loans or issuance of Letters of Credit hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans or Letters of Credit; (iv) the Agent’s
or any Lender’s entering into this Agreement; (v) the fact that the Agent and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Agent and the Lenders are creditors of
the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Parent, the Borrower and the Subsidiaries; (vii) the fact that the Agent and the Lenders are material
creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Parent, the Borrower and the Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Agent
or the Lenders may have under this Agreement or the other Loan Documents; (ix) any civil penalty or fine assessed by the OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with
defense thereof by, the Agent or any Lender as a result of conduct of the Borrower, any other Loan Party or any Subsidiary that violates a sanction enforced by the OFAC; or (x) any violation or non compliance by the Parent, the Borrower or any
Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other
Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Borrower or its Subsidiaries (or its respective properties) (or the Agent
and/or the Lenders as successors to the Borrower) to be in compliance with such Environmental Laws; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for (A) any acts or omissions of such Indemnified
Party in connection with matters described in this subsection to the extent arising from the gross negligence or willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment or (B) Indemnified Costs to the extent arising directly out of or resulting directly from claims of one or more Indemnified Parties against another Indemnified Party that are not the
result of any act or omission of any Loan Party (other than any proceeding against an Indemnified Party solely in its capacity or in fulfilling its role as Agent, Issuing Bank or Co-Lead Arranger). 

  
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 (b) The Borrower’s indemnification obligations under this Section 12.9 shall apply
to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this regard, this indemnification shall cover all Indemnified Costs of any Indemnified
Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification shall, among other things, apply to any Indemnity Proceeding
commenced by other creditors of the Borrower or any Subsidiary, any shareholder of the Borrower or any Subsidiary (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual capacity or derivatively on behalf of the
Borrower), any account debtor of the Borrower or any Subsidiary or by any Governmental Authority. If indemnification is to be sought hereunder by an Indemnified Party, then such Indemnified Party shall notify the Borrower of the commencement of any
Indemnity Proceeding; provided, however, that the failure to so notify the Borrower shall not relieve the Borrower from any liability that it may have to such Indemnified Party pursuant to this Section 12.9 except to the extent such failure to
notify materially and adversely affects the Borrower. 
 (c) This indemnification shall apply to any Indemnity Proceeding arising during the
pendency of any bankruptcy proceeding filed by or against the Borrower and/or any Subsidiary. 
 (d) All out of pocket fees and expenses of,
and all amounts paid to third persons by, an Indemnified Party shall be advanced by the Borrower at the request of such Indemnified Party notwithstanding any claim or assertion by the Borrower that such Indemnified Party is not entitled to
indemnification hereunder, upon receipt of an undertaking by such Indemnified Party that such Indemnified Party will reimburse the Borrower if it is actually and finally determined by a court of competent jurisdiction that such Indemnified Party is
not so entitled to indemnification hereunder. 
 (e) An Indemnified Party may conduct its own investigation and defense of, and may
formulate its own strategy with respect to, any Indemnity Proceeding covered by this Section and, as provided above, all Indemnified Costs incurred by such Indemnified Party shall be reimbursed by the Borrower. No action taken by legal counsel
chosen by an Indemnified Party in investigating or defending against any such Indemnity Proceeding shall vitiate or in any way impair the obligations and duties of the Borrower hereunder to indemnify and hold harmless each such Indemnified Party;
provided, however, that if (i) the Borrower is required to indemnify an Indemnified Party pursuant hereto and (ii) the Borrower has provided evidence reasonably satisfactory to such Indemnified Party that the Borrower has the financial
wherewithal to reimburse such Indemnified Party for any amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified Party shall not settle or compromise any such Indemnity Proceeding without the prior written
consent of the Borrower (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party may settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrower where
(x) no monetary relief is sought against such Indemnified Party in such Indemnity Proceeding or (y) there is an allegation of a violation of law by such Indemnified Party. 

(f) If and to the extent that the obligations of the Borrower under this Section are unenforceable for any reason, the Borrower hereby agrees
to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable Law. 

  
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 (g) The Borrower’s obligations under this Section shall survive any termination of this
Agreement and the other Loan Documents and the payment in full in cash of the Obligations, and are in addition to, and not in substitution of, any other of their obligations set forth in this Agreement or any other Loan Document to which it is a
party. 
 Section 12.10 Termination; Survival. 

At such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit (other than Letters of Credit the
expiration dates of which extend beyond the Termination Date as permitted under Section 2.4(c) and in respect of which the Borrower has satisfied the requirements of such Section) have terminated or expired, (c) none of the Lenders is
obligated any longer under this Agreement to make any Loans and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full, this Agreement shall terminate; provided,
however, if on the Termination Date or any other date the Commitments are terminated or reduced to zero (whether voluntarily, by reason of the occurrence of an Event of Default or otherwise) any Letters of Credit remain outstanding, then the
provisions of this Agreement applicable to the Borrower and the Agent with respect to Letters of Credit, including without limitation, the terms of Section 10.5 and the Borrower’s reimbursement obligation under Section 2.4(e), shall
remain in effect until all such Letters of Credit have expired, have been cancelled or have otherwise terminated. The indemnities to which the Agent, the Lenders and the Issuing Banks are entitled under the provisions of Sections 3.12, 4.1, 4.4,
11.7, 12.2 and 12.9 and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 12.4, shall continue in full force and effect and shall protect the Agent, the Lenders and the Issuing Banks
(i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with
respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement. 
 Section 12.11 Severability
of Provisions. 
 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions or affecting the validity or enforceability of such provision in any other
jurisdiction. 
 Section 12.12 GOVERNING LAW. 

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW THEREOF (OTHER THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 

EACH OF THE LENDERS AND THE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT, NOTWITHSTANDING THE GOVERNING LAW PROVISIONS OF ANY
APPLICABLE LOAN DOCUMENT, ANY CLAIMS BROUGHT AGAINST THE AGENT BY ANY LENDER RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE CONSUMMATION OR ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 

  
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 Section 12.13 Patriot Act. 

The Lenders and the Agent each hereby notifies the Borrower that pursuant to the requirements of the Patriot Act and the Beneficial Ownership
Regulation, it is required to obtain, verify and record information that identifies the Borrower and the other Loan Parties, which information includes the name and address of the Borrower and the other Loan Parties and other information that will
allow such Lender or the Agent, as applicable, to identify the Borrower and the other Loan Parties in accordance with the Patriot Act and the Beneficial Ownership Regulation. 

Section 12.14 Counterparts; Effectiveness; Electronic Execution. 

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

(b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 12.1), certificate, request, statement, disclosure or authorization related to this Agreement, any
other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of
an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in
any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Agent to accept Electronic Signatures in any form or format without its prior
written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Agent has agreed to accept any Electronic Signature, the Agent and each of the Lenders shall be entitled to rely
on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and
(ii) upon the request of the Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (A) agrees
that, for all 

  
 126 












 
purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Agent, the Lenders, the Borrower and
the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or
any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or
any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be
considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any
other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and
(D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other
electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the
execution, delivery or transmission of any Electronic Signature. 
 Section 12.15 Obligations with Respect to Loan Parties. 

The obligations of the Parent and the Borrower to direct or prohibit the taking of certain actions by the Subsidiaries and the other Loan
Parties as specified herein shall be absolute and not subject to any defense the Parent or the Borrower may have that the Parent or the Borrower does not control such Subsidiaries or other Loan Parties. 

Section 12.16 Limitation of Liability. 

(a) Neither the Agent nor any Lender nor any Co-Lead Arranger, nor any Related Party of the foregoing
Persons (each such Person being called a “Lender-Related Person”) shall have any liability with respect to, and each of the Parent and the Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special,
indirect, incidental, or consequential damages suffered or incurred by the Parent or the Borrower in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions
contemplated by this Agreement or any of the other Loan Documents. Each of the Parent and the Borrower hereby waives, releases, and agrees not to sue or assert against any Lender-Related Person for punitive damages in respect of any claim in
connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or financed hereby. No Lender-Related Person shall be liable for any damages (and
the Borrower agrees not to assert any claim for damages) arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent arising from such Lender-Related Person’s gross negligence or willful misconduct as determined by a court of
competent jurisdiction by a final and non-appealable judgment. 

  
 127 












 (b) None of the Parent, the Borrower, any other Loan Party or any Related Party of the
foregoing Persons shall have any liability with respect to, and each of the Agent and the Lenders hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or
incurred by the Agent or the Lenders in connection with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. Each
of the Agent and the Lenders hereby waives, releases, and agrees not to sue the Parent, the Borrower or any other Loan Party or any Related Party of the foregoing Persons for punitive damages in respect of any claim in connection with, arising out
of, or in any way related to, this Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Agreement or financed hereby. Notwithstanding the foregoing, nothing in this clause (b) shall relieve the Borrower
of any obligation it may have to indemnify the Agent or a Lender against special, indirect, consequential or punitive damages required to be paid by such Person to a third party. 

Section 12.17 Entire Agreement. 

This Agreement, the Notes, and the other Loan Documents referred to herein embody the final, entire agreement among the parties hereto and
supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or
subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto. 
 Section 12.18
Construction. 
 The Agent, the Parent, the Borrower and each Lender acknowledge that each of them has had the benefit of legal counsel
of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Agent, the
Parent, the Borrower and each Lender. 
 Section 12.19 Acknowledgement and Consent to Bail-In of Affected
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 Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by: 
 (a) the application of any Write-Down and Conversion
Powers by an the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and 

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

  
 128 












 (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 Affected
Financial Institution, its parent entity, 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 the applicable Resolution Authority. 
 Section 12.20
Acknowledgement Regarding Any Supported QFCs. 
 To the extent that the Loan Documents provide support, through a guarantee or
otherwise, for Derivatives Contracts or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the
resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the
State of New York and/or of the United States or any other state of the United States): 
 In the event a Covered Entity that is party to a
Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act
Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or
a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a
Supported QFC or any QFC Credit Support. 
 As used in this Section 12.20, the following terms have the following meanings: 

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in
accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Covered Entity” means any of the following: 

  
 129 












 (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); 
 (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 47.3(b); or 
 (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 382.2(b). 
 “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance
with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “QFC” has the meaning assigned to the term
“qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 

Section 12.21 Transitional Arrangements. 

(a) Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety on the Effective
Date, except as provided in this Section 12.21. On the Effective Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Revolving Notes” defined therein shall be subsumed within and be governed by
this Agreement and the Revolving Notes; provided however, that (x) any of the “Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be
Revolving Loans hereunder; (y) this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in
each case to the extent in force and effect thereunder as of the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are
assumed, ratified and affirmed by the Borrower; and (z) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent under the Existing Credit Agreement, or
constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Lenders’
interests in the Revolving Loans and participations in the Letters of Credit shall be reallocated and continued in a cashless roll transaction on the Effective Date in accordance with each Lender’s applicable Commitment Percentage, and the
Revolving Lenders shall make such purchases of Revolving Loans from each other as necessary to effect such reallocation. On the Effective Date, (A) the loan commitments of each Lender that is a party to the Existing Credit Agreement but is not
a party to this Agreement (an “Exiting Lender”) will be terminated, the Borrower shall pay or cause to be paid all outstanding obligations owing to the Exiting Lenders on the Effective Date, and each Exiting Lender will cease to be a
Lender under this Agreement, and (B) each Person listed on Schedule IA attached to this Agreement shall be a Lender under this Agreement with the applicable Commitments and Loans set forth opposite its name on such
Schedule IA. Each Lender agrees to waive any amounts that would have otherwise been payable pursuant to Section 2.16 of the Existing Credit Agreement as a result of the conversion of any LIBOR Loans (as defined in the
Existing Credit Agreement) on the Effective Date. 

  
 130 












 (b) Interest and Fees Under Existing Credit Agreement. All interest and all facility
and other fees and expenses owing or accruing under or in respect of the Existing Credit Agreement shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid on the Effective Date in accordance
with the method specified in the Existing Credit Agreement, as if the Existing Credit Agreement was still in effect. 
 [Signatures on
Following Pages] 

  
 131 












 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
authorized officers all as of the day and year first above written. 
  

					
	PIEDMONT OPERATING PARTNERSHIP, LP
		
	By:	 	Piedmont Office Realty Trust, Inc., its
		 	general partner
			
		 	By:	 	  

		 	Name:
		 	Title:
	
	PIEDMONT OFFICE REALTY TRUST, INC.
			
		 	By:	 	  

		 	Name:
		 	Title:













 
			
	JPMORGAN CHASE BANK, N.A., as Agent and as a Lender
		
	By:	 	  

		 	Name:
		 	Title:













 
			
	TRUIST BANK
		
	By:	 	  

		 	Name:
		 	Title:













 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	  

		 	Name:
		 	Title:













 
			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	  

		 	Name:
		 	Title:













 
			
	[LENDER]
		
	By:	 	  

		 	Name:
		 	Title:













 Schedule IA 

Commitments 
  

					
	 Lender
	  	Commitment	 
	 JPMORGAN CHASE BANK, N.A
	  	$	75,000,000.00	 
	 PNC BANK, NATIONAL ASSOCIATION
	  	$	75,000,000.00	 
	 TRUIST BANK
	  	$	75,000,000.00	 
	 U.S. BANK NATIONAL ASSOCIATION
	  	$	75,000,000.00	 
	 WELLS FARGO BANK, N.A.
	  	$	75,000,000.00	 
	 BANK OF AMERICA, N.A.
	  	$	47,500,000.00	 
	 MORGAN STANLEY BANK, N.A.
	  	$	47,500,000.00	 
	 TD BANK, N.A.
	  	$	47,500,000.00	 
	 THE BANK OF NOVA SCOTIA
	  	$	47,500,000.00	 
	 ASSOCIATED BANK, NATIONAL ASSOCIATION
	  	$	35,000,000.00	 
	 TOTAL
	  	$	600,000,000.00	 












 Schedule IB 

Letter of Credit Commitments 
  

					
	 Issuing Bank
	  	Letter of
Credit
Commitment	 
	 JPMORGAN CHASE BANK, N.A.
	  	$	10,000,000	 
	 TRUIST BANK
	  	$	10,000,000	 
	 PNC BANK, NATIONAL ASSOCIATION
	  	$	10,000,000	 
	 U.S. BANK NATIONAL ASSOCIATION
	  	$	10,000,000	 
	 WELLS FARGO BANK, N.A.
	  	$	10,000,000	 
	 TOTAL
	  	$	50,000,000	 












 EXHIBIT A 

FORM OF ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [the] [each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder
are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and
assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective
capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of
[the Assignor] [the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit and guarantees 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 Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby 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][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 
  

	1	 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a
single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 



	2	 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a
single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 



	3	 Select as appropriate. 



	4	 Include bracketed language if there are either multiple Assignors or multiple Assignees.




  
 A-1 













													
	1.	  	Assignor[s]:                                  
                   
		  	                                    
                                    
		
	2.	  	Assignee[s]:                                  
                   
		  	                                    
                                    
	        	  	                    [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]
			
	3.	  	Borrower(s):	  	Piedmont Operating Partnership, LP
			
	4.	  	Administrative Agent:	  	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	The $600,000,000 Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 among Piedmont Operating Partnership, LP, Piedmont Office Realty Trust, Inc., the Lenders parties thereto, JPMorgan Chase
Bank, N.A., as Administrative Agent, and the other agents parties thereto
		
	6.	  	Assigned Interest[s]:

  

																									
	
Assignor[s]5
	  	Assignee[s]6	 	  	Facility
Assigned	 	  	Aggregate Amount of
Commitment/ Loans
for all Lenders7	 	  	Amount of
Commitment/
Loans Assigned	 	  	Percentage
Assigned of
Commitment/
Loans8	 	  	CUSIP
Number	 
		  				  				  	$	 	 	  	$	 	 	  	 	%	 	  			
		  				  				  	$	 	 	  	$	 	 	  	 	%	 	  			

 Effective Date: __________________ __, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in
which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related
Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 

 

	5	 List each Assignor, as appropriate. 



	6	 List each Assignee, as appropriate. 



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



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




  
 A-2 












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

 

			
	ASSIGNOR[S]9
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                     
                                         
      
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                     
                                         
      
	
	ASSIGNEE[S]10
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                     
                                         
      
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Name:                                     
                                         
    
		 	Title:                                     
                                         
      
	
	[Page Break]


  

	9	 Add additional signature blocks as needed. 



	10 	 Add additional signature blocks as needed. 



  
 A-3 












 [Consented to and]11 Accepted: 

[JPMORGAN CHASE BANK, N.A.], as Administrative Agent 
  

			
	By:	 	  

		 	Name:                                     
                                       
		 	Title:                                    
                                         
 
	
	[Consented to:]12
	
	[NAME OF RELEVANT PARTY]
		
	By:	 	  

		 	Name:                                     
                                       
		 	Title:                                    
                                         
 

  

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




	12	 To be added only if the consent of the Borrower and/or other parties (e.g. the Issuing Banks, the Borrower) is
required by the terms of the Credit Agreement. 



  
 A-4 












 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] 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 Credit 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, (iv) any requirements under applicable law for [the][each] Assignee to become a lender under the Credit Agreement or to charge
interest at the rate set forth therein from time to time or (v) 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[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under the
definition of Eligible Assignee and Section 12.5(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 12.5(b)(iii) of the Credit Agreement), (iii) from and after the
Effective Date specified for this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender
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 Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to
Section 8.1 or 8.2, 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] [such] Assigned Interest,
(vi) it has, independently and without reliance upon [the] [any] Assignor, the Agent, any Co-Lead Arranger, or any other Lender or any of their respective Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on [the] [any] Assignor,
the Administrative Agent, any Co-Lead Arranger, [the][any] Assignor or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender. 

  
 A-5 












 2. Payments. From and after the Effective Date, the Agent shall make all payments in
respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date specified for this Assignment and
Assumption. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Agent for periods prior to such Effective Date or with respect to the making of this assignment directly between themselves. 

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. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee
and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Platform 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. 

  
 A-6 












 EXHIBIT B 

FORM OF NOTICE OF BORROWING 

________________, 20__ 
 JPMorgan Chase Bank,
N.A., as Administrative Agent 
 500 Stanton Christiana Rd. NCC 5, Floor 1

Newark, DE 19713-2107 
 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Piedmont Operating Partnership, LP (the “Borrower”), Piedmont Office Realty Trust, Inc. (the “Parent”), the financial
institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent (the “Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise
defined herein, have their respective meanings given them in the Credit Agreement. 
  

	 	1.	 Pursuant to Section 2.1(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make
Revolving Loans to the Borrower in an aggregate principal amount equal to $_________________. 


  

	 	2.	 The Borrower requests that such Revolving Loans be made available to the Borrower on _______________, 20__.



  

	 	3.	 The Borrower hereby requests that the requested Revolving Loans all be of the following Type:



  

			
	[Check one box only]	  	
		
	        ☐  RFR Loans	  	
	        ☐  Base Rate Loans	  	
	        ☐  Term Benchmark Loans, each with an initial Interest Period for a duration of:
		
	        [Check one box only]	  	☐  1 month
		  	☐  3 months
		  	☐  6 months

  

	 	4.	 The proceeds of this borrowing of Revolving Loans will be used for the following purpose:
                                         
            



	 	


  
 B-1 













	 	5.	 The Borrower requests that the proceeds of this borrowing of Revolving Loans be made available to the Borrower
by
                                         
                                         
  . 


 The Borrower hereby certifies to the Agent and the Lenders that as of the date hereof and as of the
date of the making of the requested Revolving Loans and after giving effect thereto, (a) no Default or Event of Default exists or shall exist, and (b) the representations and warranties made or deemed made by the Parent, the Borrower and
each other Loan Party in the Loan Documents to which any of them is a party are and shall be true and correct in all material respects, except to the extent that such representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. In addition, the
Borrower certifies to the Agent and the Lenders that all conditions to the making of the requested Revolving Loans contained in Article V of the Credit Agreement will have been satisfied (or waived in accordance with the applicable provisions of the
Loan Documents) at the time such Revolving Loans are made. 
 IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Notice of Borrowing as of the date first written above. 
  

					
	PIEDMONT OPERATING PARTNERSHIP, LP
	
	By: Piedmont Office Realty Trust, Inc., its general partner
			
		 	By:	 	  

		 		 	Name:                                     
                                         
          
		 		 	Title:                                     
                                         
            



  
 B-2 












 EXHIBIT C 

FORM OF NOTICE OF CONTINUATION 

_______________________, 20__ 
 JPMorgan Chase
Bank, N.A., as Administrative Agent 
 500 Stanton Christiana Rd. NCC 5, Floor 1

Newark, DE 19713-2107 
 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Piedmont Operating Partnership, LP (the “Borrower”), Piedmont Office Realty Trust, Inc. (the “Parent”), the financial
institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent (the “Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise
defined herein, have their respective meanings given them in the Credit Agreement. 
 Pursuant to Section 2.9 of the Credit Agreement,
the Borrower hereby requests a Continuation of a borrowing of Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Continuation as required by such Section of the Credit Agreement: 

 

	 	1.	 The proposed date of such Continuation is ______________, 20__. 



 

	 	2.	 The aggregate principal amount of Loans subject to the requested Continuation is $______________ and was
originally borrowed by the Borrower on _____________, 20__. 


  

	 	3.	 The portion of such principal amount subject to such Continuation is $_________________. 



 

	 	4.	 The current Interest Period for each of the Loans subject to such Continuation ends on __________________,
20__. 


  

	 	5.	 The duration of the new Interest Period for each of such Loans or portion thereof subject to such Continuation
is: 


  

			
	[Check one box only]	  	☐  1 month
		  	☐  3 months
		  	☐  6 months


  
 C-1 












 The Borrower hereby certifies to the Agent and the Lenders that as of the date hereof and as
of the proposed date of the requested Continuation and after giving effect thereto, (a) no Default or Event of Default exists or will exist, and (b) the representations and warranties made or deemed made by the Parent, the Borrower and
each other Loan Party in the Loan Documents to which any of them is a party are and shall be true and correct in all material respects, except to the extent that such representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. 

If notice of the requested Continuation was given previously by telephone, this notice is to be considered the written confirmation of such
telephone notice required by Section 2.9 of the Credit Agreement. 
 IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Notice of Continuation as of the date first written above. 
  

					
	PIEDMONT OPERATING PARTNERSHIP, LP
	
	By: Piedmont Office Realty Trust, Inc., its general partner
			
		 	By:	 	  

		 		 	Name:                                     
                                         
          
		 		 	Title:                                     
                                         
            



  
 C-2 












 EXHIBIT D 

FORM OF NOTICE OF CONVERSION 

_______________, 20__ 
 JPMorgan Chase Bank,
N.A., as Administrative Agent 
 500 Stanton Christiana Rd. NCC 5, Floor 1

Newark, DE 19713-2107 
 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Piedmont Operating Partnership, LP (the “Borrower”), Piedmont Office Realty Trust, Inc. (the “Parent”), the financial
institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent (the “Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise
defined herein, have their respective meanings given them in the Credit Agreement. 
 Pursuant to Section 2.10 of the Credit Agreement,
the Borrower hereby requests a Conversion of a borrowing of Loans of one Type into Loans of another Type under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion as required by such Section of
the Credit Agreement: 
  

	 	1.	 The proposed date of such Conversion is _______________, 20__. 



 

	 	2.	 The Loans to be Converted pursuant hereto are currently: 



 

			
	[Check one box only]	  	☐  Base Rate Loans
		  	☐  RFR Loans
		  	☐  Term Benchmark Loans

  

	 	3.	 The aggregate principal amount of Loans subject to the requested Conversion is ___________________ and was
originally borrowed by the Borrower on _______________20__. 


  

	 	4.	 The portion of such principal amount subject to such Conversion is $____________. 



 

	 	5.	 The amount of such Loans to be so Converted is to be converted into Loans of the following Type:



 [Check one box only] 

  
 D-1 













			
	☐  Base Rate Loans	  	
	☐  RFR Loans	  	
	☐  Term Benchmark Loans, each with an initial Interest Period for a duration of:
		
	[Check one box only]	  	☐  1 month
		  	☐  3 months
		  	☐  6 months

 The Borrower hereby certifies to the Agent and the Lenders that as of the date hereof and as of the date of
the requested Conversion and after giving effect thereto, (a) no Default or Event of Default exists or will exist (provided the certification under this clause (a) shall not be made in connection with the Conversion of a Loan into a Base
Rate Loan), and (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are and shall be true and correct in all material respects,
except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and
except for changes in factual circumstances not prohibited under the Loan Documents. 
 If notice of the requested Conversion was given
previously by telephone, this notice is to be considered the written confirmation of such telephone notice required by Section 2.10 of the Credit Agreement. 

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice of Conversion as of the date first written above. 

 

					
	PIEDMONT OPERATING PARTNERSHIP, LP
		
	By:	 	Piedmont Office Realty Trust, Inc., its general partner
			
		 	By:	 	
                 

		 		 	Name:                                     
                                      
		 		 	Title:                                     
                                        




  
 D-2 












 EXHIBIT E 

FORM OF REVOLVING NOTE 

$_______________________                      
                                         
                                         
_______________, 20__ 
 FOR VALUE RECEIVED, the undersigned, PIEDMONT OPERATING PARTNERSHIP, LP, a limited partnership formed under the laws
of the State of Delaware (the “Borrower”), hereby promises to pay to the order of _______________ (the “Lender”), in care of JPMorgan Chase Bank, N.A., as Agent (the “Agent”) at JPMorgan Chase Bank, N.A., 383 Madison
Avenue, 24th Floor, New York, NY 10179, or at such other address as may be specified in writing by the Agent to the Borrower, the principal sum of ___________________ AND ____/100 DOLLARS ($___________) (or such lesser amount as shall equal the
aggregate unpaid principal amount of Revolving Loans made by the Lender to the Borrower under the Credit Agreement (as herein defined)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement. 
 The date and amount of each Revolving
Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any
continuation thereof, provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Credit Agreement or hereunder. 

This Note is one of the Revolving Notes referred to in the Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Piedmont Office Realty Trust, Inc., the financial institutions party thereto and their assignees under
Section 12.5 thereof (the “Lenders”), the Agent, and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. 

The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of
Loans upon the terms and conditions specified therein. 
 Except as permitted by Section 12.5 of the Credit Agreement, this Note may
not be assigned by the Lender to any Person. 
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF (OTHER THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW OF THE STATE OF NEW
YORK). 
 The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices. 

  
 E-1 












 Time is of the essence for this Note. 

IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note under seal as of the date first written above. 

 

			
	PIEDMONT OPERATING PARTNERSHIP, LP
	
	By: Piedmont Office Realty Trust, Inc., its general partner
		
	By:	 	              

		 	Name:                                     
                                         
   
		 	Title:                                     
                                         
      



  
 E-2 












 SCHEDULE OF REVOLVING LOANS 

This Note evidences Revolving Loans made under the within-described Credit Agreement of the Borrower, on the dates and in the principal
amounts set forth below, subject to the payments and prepayments of principal set forth below: 
  

									
	 Date of Loan
	  	Principal
Amount of Loan	  	Amount Paid or
Prepaid	  	Unpaid
Principal
Amount	  	Notation Made
By


  
 E-3 












 EXHIBIT F-1 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), Piedmont Office Realty Trust, Inc., a Maryland
corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent (the “Agent”) and the other parties thereto.

 Pursuant to the provisions of Section 3.12(g)(ii)(B)(iii) 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 Code,
(iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code. 
 The undersigned has furnished the Agent and the Borrower with a certificate of its
non-U.S. Person status on IRS Form W-8BEN or IRS Form 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 Agent, and (2) the undersigned shall have at all times furnished the
Borrower and the 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: ________ __, 20___ 

  
 F-1-1 












 EXHIBIT F-2 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), Piedmont Office Realty Trust, Inc., a Maryland
corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent (the “Agent”) and the other parties thereto.

 Pursuant to the provisions of Section 3.12(g)(ii)(B)(iv) 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 Code, (iii) it is not a ten percent shareholder
of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person
status on IRS Form W-8BEN or IRS Form 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: ________ __, 20___ 

  
 F-2-1 












 EXHIBIT F-3 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), Piedmont Office Realty Trust, Inc., a Maryland
corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent (the “Agent”) and the other parties thereto.

 Pursuant to the provisions of Section 3.12(g)(ii)(B)(iv) 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 to 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 Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the 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 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 IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or IRS Form 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: ________ __, 20___ 

  
 F-3-1 












 EXHIBIT F-4 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

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

Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), Piedmont Office Realty Trust, Inc., a Maryland
corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent (the “Agent”) and the other parties thereto.

 Pursuant to the provisions of Section 3.12(g)(ii)(B)(iv) 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 Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of
the Borrower within the meaning of Section 881(h)(3)(B) of the 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 Code.

 The undersigned has furnished the 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 IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form 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 Agent, and (2) the undersigned shall have at all times furnished the Borrower and the 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: ________ __, 20___ ] 

  
 F-4-1 












 EXHIBIT G 

FORM OF COMPLIANCE CERTIFICATE 

______________, 20__ 
 JPMorgan Chase Bank, N.A.,
as Administrative Agent 
 500 Stanton Christiana Rd. NCC 5, Floor 1

Newark, DE 19713-2107 
  

Copy to: 
 JPMorgan Chase Bank, N.A. 

8181 Communications Pkwy 
 Plano, TX 75024 

 
 Each of the Lenders Party to the Credit 

    Agreement referred to below 
 Ladies and
Gentlemen: 
 Reference is made to that certain Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Piedmont Operating Partnership, LP (the “Borrower”), Piedmont Office Realty Trust, Inc. (the “Parent”), the financial
institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent (the “Agent”) and the other parties thereto. Capitalized terms used herein, and not otherwise
defined herein, have their respective meanings given them in the Credit Agreement. 
 Pursuant to Section 8.3 of the Credit Agreement,
the undersigned hereby certifies to the Agent and the Lenders (not in his/her individual capacity but solely as an officer of the Parent) as follows: 

(1) The undersigned is the ______________________ of the Parent. 

(2) The undersigned has examined the books and records of the Parent and the Borrower and has conducted such other examinations and
investigations as are reasonably necessary to provide this Compliance Certificate. 
 (3) To the best of the undersigned’s knowledge,
information and belief after due inquiry, no Default or Event of Default exists [if such is not the case, specify such Default or Event of Default and its nature, when it occurred and whether it is continuing and the steps being taken by the
Borrower with respect to such event, condition or failure]. 

  
 G-1 












 (4) The representations and warranties made or deemed made by the Parent, the Borrower and
the other Loan Parties in the Loan Documents to which any is a party, are true and correct in all material respects on and as of the date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date
(in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. 

(5) Attached hereto as Schedule 1 are reasonably detailed calculations establishing whether or not the Parent, the Borrower and its
Subsidiaries were in compliance with the covenants contained in Section 9.1 of the Credit Agreement. 
 IN WITNESS WHEREOF, the
undersigned has executed this certificate as of the date first above written. 
  

	
	      

	Name:                                     
                                         
            
	Title:                                     
                                         
              



  
 G-2 












 Schedule 1 

[Calculations to be Attached] 

  
 G-3 












 EXHIBIT H 

FORM OF FACILITY GUARANTY 
 THIS
FACILITY GUARANTY (this “Guaranty”) dated as of June 14, 2022, executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in
the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of (a) JPMorgan Chase Bank, N.A., in its capacity as Agent (the
“Agent”) for the Lenders under that certain Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by
and among Piedmont Operating Partnership, LP (the “Borrower”), Piedmont Office Realty Trust, Inc. (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5 thereof (the
“Lenders”), the Agent, and the other parties thereto, and (b) the Lenders. 
 WHEREAS, pursuant to the Credit Agreement, the
Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations on the terms and conditions set forth in the Credit Agreement; 

WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their
respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Agent and the Lenders through their collective efforts; 

WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from the Agent and the Lenders making such financial
accommodations available to the Borrower under the Credit Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to the Agent and the Lenders on the terms and conditions contained herein; and 

WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Agent and the Lenders making, or, with respect to
the Persons becoming a party hereto after the date hereof, continuing to make, such financial accommodations to the Borrower. 
 NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows: 

Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and
performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness and obligations owing by the Borrower to any Lender or
the Agent under or in connection with the Credit Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Loans and the Reimbursement Obligations, and the payment of all interest, Fees, charges,
attorneys’ fees and other amounts payable to any Lender or the Agent thereunder or in connection therewith; (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all expenses,
including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the Lenders and the Agent in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder; and (d) all other
Obligations. 

  
 H-1 












 Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a
guaranty of payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly, none of the Lenders or the Agent shall be obligated or required before enforcing this Guaranty against any Guarantor: (a) to pursue any
right or remedy any of them may have against the Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against the Borrower, any other Guarantor or any other Person in any court or other tribunal; (b) to
make any claim in a liquidation or bankruptcy of the Borrower, any other Guarantor or any other Person; or (c) to make demand of the Borrower, any other Guarantor or any other Person or to enforce or seek to enforce or realize upon any
collateral security held by the Lenders or the Agent which may secure any of the Guarantied Obligations. 
 Section 3. Guaranty
Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full
force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any of the following (whether or not such Guarantor consents thereto or has notice thereof): 

(a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the
time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any
other document or instrument evidencing or relating to any Guarantied Obligations, or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of the Credit
Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment
or transfer of any of the foregoing; 
 (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents,
or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; 

(c) any furnishing to the Agent or the Lenders of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of,
or realization on, any collateral securing any of the Obligations; 
 (d) any settlement or compromise of any of the Guarantied Obligations,
any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the Borrower or any other Loan Party;


  
 H-2 












 (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; 

(f) any act or failure to act by the Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s
subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; 
 (g) any nonperfection or impairment of any
security interest or other Lien on any collateral, if any, securing in any way any of the Obligations; 
 (h) any application of sums paid
by the Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; 

(i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; 

(j) any defense, set-off, claim or counterclaim (other than indefeasible payment and performance in
full) which may at any time be available to or be asserted by the Borrower, any other Loan Party or any other Person against the Agent or any Lender; 

(k) any change in the corporate existence, structure or ownership of the Borrower or any other Loan Party; 

(1) any statement, representation or warranty made or deemed made by or on behalf of the Borrower, any Guarantor or any other Loan Party under
any Loan Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or 
 (m) any other
circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than indefeasible payment and performance in full). 

Section 4. Action with Respect to Guarantied Obligations. The Lenders and the Agent may, at any time and from time to time,
without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take any and all actions described in Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms
of any of the Guarantied Obligations, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend,
modify, alter or supplement the Credit Agreement or any other Loan Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral securing any of the Obligations; (d) release any other Loan Party or other
Person liable in any manner for the payment or collection of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against the Borrower, any other Guarantor or any other Person; and (f) apply any sum, by
whomsoever paid or however realized, to the Guarantied Obligations in such order as the Lenders shall elect. 

  
 H-3 












 Section 5. Representations and Warranties. Each Guarantor hereby makes to the
Agent and the Lenders all of the representations and warranties made by the Borrower with respect to or in any way relating to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same were set forth herein in full. 

Section 6. Covenants. Each Guarantor will comply with all covenants which the Borrower is to cause such Guarantor to comply with
under the terms of the Credit Agreement or any of the other Loan Documents. 
 Section 7. Waiver. Each Guarantor, to the fullest
extent permitted by Applicable Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to any
extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations hereunder. 

Section 8. Inability to Accelerate Loan. If the Agent and/or the Lenders are prevented under Applicable Law or otherwise from
demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic stay or otherwise, the Agent and/or the Lenders shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise would
have been due had such demand or acceleration occurred. 
 Section 9. Reinstatement of Guarantied Obligations. If claim is ever
made on the Agent or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the Agent or such Lender repays all or part of said amount by reason of (a) any
judgment, decree or order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim effected by the Agent or such Lender with any such claimant (including the Borrower or a trustee in
bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Credit Agreement, any
of the other Loan Documents, or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the Agent or such Lender for the amounts so repaid or recovered to the same extent as if such amount had
never originally been paid to the Agent or such Lender. 
 Section 10. Subrogation. Upon the making by any Guarantor of any
payment hereunder for the account of the Borrower, such Guarantor shall be subrogated to the rights of the payee against the Borrower; provided, however, that such Guarantor shall not enforce any right or receive any payment by way of subrogation or
otherwise take any action in respect of any other claim or cause of action such Guarantor may have against the Borrower arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, unless and until all of the
Guarantied Obligations have been indefeasibly paid and performed in full. If any amount shall be paid to such Guarantor on account of or in respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such amount
in trust for the benefit of the Agent and the Lenders and shall forthwith pay such amount to the Agent to be credited and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement
or to be held by the Agent as collateral security for any Guarantied Obligations existing. 

  
 H-4 












 Section 11. Payments Free and Clear. All sums payable by each Guarantor
hereunder, whether of principal, interest, Fees, expenses, premiums or otherwise, shall be paid in full, without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes), and if
any Guarantor is required by Applicable Law or by a Governmental Authority to make any such deduction or withholding, such Guarantor shall pay to the Agent and the Lenders such additional amount as will result in the receipt by the Agent and the
Lenders of the full amount payable hereunder had such deduction or withholding not occurred or been required. 
 Section 12. Set-off. In addition to any rights now or hereafter granted under any of the other Loan Documents or Applicable Law and not by way of limitation of any such rights, each Guarantor hereby authorizes the Agent,
each Lender and any of their respective Affiliates, at any time while an Event of Default exists, without any prior notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Lender or an
Affiliate of a Lender subject to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Agent, such Lender, or any Affiliate of the Agent or such Lender, to or for the credit or the account of such Guarantor
against and on account of any of the Guarantied Obligations, although such obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent permitted by Applicable Law, that any Participant may exercise rights of setoff or
counterclaim and other rights with respect to its participation as fully as if such Participant were a direct creditor of such Guarantor in the amount of such participation. 

Section 13. Subordination. Each Guarantor hereby expressly covenants and agrees for the benefit of the Agent and the Lenders that
all obligations and liabilities of the Borrower to such Guarantor of whatever description, including without limitation, all intercompany receivables of such Guarantor from the Borrower (collectively, the “Junior Claims”) shall be
subordinate and junior in right of payment to all Guarantied Obligations. If an Event of Default shall exist, then no Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise) from the Borrower
on account of or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have been indefeasibly paid in full. 

Section 14. Avoidance Provisions. It is the intent of each Guarantor, the Agent and the Lenders that in any Proceeding, such
Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent and the Lenders) to be
avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”) and (b) any
state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of
the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent and the Lenders) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that
the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall


  
 H-5 












 
be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such
Guarantor hereunder (or any other obligations of such Guarantor to the Agent and the Lenders), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Agent and the Lenders hereunder
to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the
Agent and the Lenders that would not otherwise be available to such Person under the Avoidance Provisions. 
 Section 15.
Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition of the Parent, the Borrower and the other Guarantors, and of all other circumstances bearing upon the risk of nonpayment
of any of the Guarantied Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Agent nor any of the Lenders shall have any duty whatsoever to advise any Guarantor of
information regarding such circumstances or risks. 
 Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF (OTHER THAN §5-1401 AND §5-1402 OF THE
NEW YORK GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK). 
 SECTION 17. WAIVER OF JURY TRIAL. 

(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE LENDERS WOULD BE
BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT AND EACH GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF
ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS. 

(b) EACH OF THE GUARANTORS, THE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK
SITTING IN THE BOROUGH OF MANHATTAN AND, IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR
AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS GUARANTY OR ANY OTHER 

  
 H-6 












 
LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. EACH GUARANTOR AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT
IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY
LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION. 
 (c) THE PROVISIONS OF THIS SECTION HAVE BEEN
CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE
TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS GUARANTY. 
 Section 18. Loan Accounts. The Agent
and each Lender may maintain books and accounts setting forth the amounts of principal, interest and other sums paid and payable with respect to the Guarantied Obligations, and in the case of any dispute relating to any of the outstanding amount,
payment or receipt of any of the Guarantied Obligations or otherwise, the entries in such books and accounts shall be deemed conclusive evidence of the amounts and other matters set forth herein, absent manifest error. The failure of the Agent or
any Lender to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder. 

Section 19. Waiver of Remedies. No delay or failure on the part of the Agent or any Lender in the exercise of any right or remedy
it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Agent or any Lender of any such right or remedy shall preclude any other or further exercise thereof or the exercise
of any other such right or remedy. 
 Section 20. Termination. This Guaranty shall remain in full force and effect until
indefeasible payment in full of the Guarantied Obligations and the other Obligations and the termination or cancellation of the Credit Agreement in accordance with its terms or, as to any Guarantor, until such Guarantor is released in accordance
with Section 7.12(b) of the Credit Agreement. 

  
 H-7 












 Section 21. Successors and Assigns. Each reference herein to the Agent or the
Lenders shall be deemed to include such Person’s respective successors and assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions of this Guaranty also shall inure, and each reference
herein to each Guarantor shall be deemed to include such Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Lenders may, in accordance with the applicable provisions of the Credit Agreement, assign, transfer
or sell any Guarantied Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s obligations
hereunder. Subject to Section 12.8 of the Credit Agreement, each Guarantor hereby consents to the delivery by the Agent or any Lender to any Assignee or Participant (or any prospective Assignee or Participant) of any financial or other
information regarding the Parent, the Borrower or any Guarantor. No Guarantor may assign or transfer its rights or obligations hereunder to any Person without the prior written consent of all Lenders and any such assignment or other transfer to
which all of the Lenders have not so consented shall be null and void. 
 Section 22. JOINT AND SEVERAL OBLIGATIONS. THE
OBLIGATIONS OF THE GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT, SUBJECT TO THE PROVISIONS OF SECTION 14 HEREOF, IT IS LIABLE FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF
THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER. 
 Section 23. Amendments. This Guaranty may not be
amended except in writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Credit Agreement), the Agent and each Guarantor. 

Section 24. Payments. All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately
available funds to the Agent at the Principal Office, not later than 2:00 p.m. on the date of demand therefore, provided that such demand is received by such Guarantor prior to 10:00 a.m. on such date (if any such demand is received after 10:00 a.m.
on such date, such payment shall be made not later than 2:00 p.m. on the immediately following Business Day). 
 Section 25.
Notices. All notices, requests and other communications hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto,
(b) to the Agent or any Lender at its respective address for notices provided for in the Credit Agreement, or (c) as to each such party at such other address as such party shall designate in a written notice to the other parties. Each such
notice, request or other communication shall be effective (i) if mailed, when received; (ii) if telecopied, when successfully transmitted during the hours of 9:00 a.m. and 5:00 p.m. (in the time zone of the recipient thereof (any
telecopied notice received after 5:00 p.m. in such time zone shall be effective on the next succeeding day); or (iii) if hand delivered or sent by overnight courier, when delivered; provided, however, that any notice of a change of address for
notices shall not be effective until received. 
 Section 26. Severability. In case any provision of this Guaranty shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

  
 H-8 












 Section 27. Headings. Section headings used in this Guaranty are for convenience
only and shall not affect the construction of this Guaranty. 
 Section 28. Limitation of Liability. 

(a) Neither the Agent nor any Lender, nor any Affiliate, officer, director, employee, attorney, or agent of the Agent or any Lender, shall
have any liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in connection with,
arising out of, or in any way related to, this Guaranty or any of the other Loan Documents, or any of the transactions contemplated by this Guaranty, the Credit Agreement or any of the other Loan Documents. Each Guarantor hereby waives, releases,
and agrees not to sue the Agent or any Lender or any of the Agent’s or any Lender’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any
way related to, this Guaranty, the Credit Agreement or any of the other Loan Documents, or any of the transactions contemplated by the Credit Agreement or financed thereby. 

(b) No Guarantor nor any Affiliate, officer, director, employee, attorney, or agent thereof shall have any liability with respect to, and each
of the Agent and the Lenders hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by the Agent or the Lenders in connection with, arising out
of, or in any way related to, this Guaranty or any of the other Loan Documents, or any of the transactions contemplated by this Guaranty, the Credit Agreement or any of the other Loan Documents. Each of the Agent and the Lenders hereby waives,
releases, and agrees not to sue any Guarantor or any of their respective Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this
Guaranty, the Credit Agreement or any of the other Loan Documents, or any of the transactions contemplated by the Credit Agreement or financed hereby. 

Section 29. Definitions. (a) For the purposes of this Guaranty: 

“Proceeding” means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced
under the Bankruptcy Code of 1978, as amended; (ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge of, all or any substantial part of the property of any Guarantor;
(iii) any other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in
effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered by a court of competent jurisdiction;
(vi) any Guarantor makes a general assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (viii) any
Guarantor shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its consent to, approval of or acquiescence in any of the
foregoing; or (x) any corporate action shall be taken by any Guarantor for the purpose of effecting any of the foregoing. 

  
 H-9 












 (b) Terms not otherwise defined herein are used herein with the respective meanings given
them in the Credit Agreement. 
 Section 30. Integration; Effectiveness. This Guaranty sets forth the entire understanding of
each Guarantor and the Credit Parties relating to the guarantee of the Guaranteed Obligations and constitutes the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by each Guarantor to the Agent. Delivery of an executed counterpart of a signature page of
this Guaranty that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this
Guaranty. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Guaranty shall be deemed to include Electronic Signatures, deliveries or the keeping of
records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. 

[Signature on Next Page] 

  
 H-10 












 IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the
date and year first written above. 
  

			
	PIEDMONT OFFICE REALTY TRUST, INC.
		
	By:	 	          

		 	Name:                                     
                                         
   
		 	Title:                                     
                                         
      
	
	[OTHER GUARANTORS]
		
	By:	 	          

		 	Name:                                     
                                         
   
		 	Title:                                     
                                         
      
	  
 Address for Notices:

 
 c/o Piedmont Operating Partnership, LP

 
 5565 Glenridge Connector, Suite 450

 
 Atlanta, GA 30342

 
 Attn: Chief Financial Officer

 
 Telephone:   (770) 418-8800

 
 Telecopy:     (770)
418-8900
  
 With a copy to:

 
 King & Spalding LLP

 
 1180 Peachtree Street

 
 Atlanta, GA 30309 




  
 H-11 












 ANNEX I 

FORM OF ACCESSION AGREEMENT 

THIS ACCESSION AGREEMENT dated as of ____________, 20__, executed and delivered by ________________, a __________________ (the “New
Guarantor”), in favor of (a) JPMorgan Chase Bank, N.A., in its capacity as Agent (the “Agent”) for the Lenders under that certain Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Piedmont Operating Partnership, LP (the “Borrower”), Piedmont Office Realty Trust, Inc. (the “Parent”), the financial
institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), the Agent, and the other parties thereto, and (b) the Lenders. 

WHEREAS, pursuant to the Credit Agreement, the Agent and the Lenders have agreed to make available to the Borrower certain financial
accommodations on the terms and conditions set forth in the Credit Agreement; 
 WHEREAS, the Borrower, the New Guarantor, and the existing
Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Agent
and the Lenders through their collective efforts; 
 WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect
benefits from the Agent and the Lenders making such financial accommodations available to the Borrower under the Credit Agreement and, accordingly, the New Guarantor is willing to guarantee the Borrower’s obligations to the Agent and the
Lenders on the terms and conditions contained herein; and 
 WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a
condition to the Agent and the Lenders continuing to make such financial accommodations to the Borrower. 
 NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows: 

Section 1. Accession to Guaranty. The New Guarantor hereby agrees that it is a “Guarantor” under that certain Facility
Guaranty dated as of June 14, 2022 (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”), made by the Parent and each Subsidiary of the Borrower a party thereto in favor of the Agent and the
Lenders and assumes all obligations of a “Guarantor” thereunder and agrees to be bound thereby, all as if the New Guarantor had been an original signatory to the Guaranty. Without limiting the generality of the foregoing, the New Guarantor
hereby: 
 (a) irrevocably and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity,
by acceleration or otherwise, of all Guarantied Obligations (as defined in the Guaranty), subject to the provisions of Section 14 of the Guaranty; 

  
 H-12 












 (b) makes to the Agent and the Lenders as of the date hereof each of the representations and
warranties contained in Section 5 of the Guaranty and agrees to be bound by each of the covenants contained in Section 6 of the Guaranty; and 

(c) consents and agrees to each provision set forth in the Guaranty. 

SECTION 2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF (OTHER THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK). 

Section 3. Definitions. Capitalized terms used herein and not otherwise defined herein shall have their respective defined
meanings given them in the Credit Agreement. 
 [Signatures on Next Page] 

  
 H-13 












 IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly
executed and delivered under seal by its duly authorized officers as of the date first written above. 
  

			
	[NEW GUARANTOR]
		
	By:	 	          

		 	Name:                                     
                                         
   
		 	Title:                                     
                                         
      


 
			
	
	Address for Notices:
	
	 c/o Piedmont Operating Partnership,

LP 5565 Glenridge Connector, Suite 450

	Atlanta, GA 30342
	Attn: Chief Financial Officer
	Telephone:	 	(770) 418-8800
	Telecopy:	 	(770) 418-8900
	
	With a copy to:
	
	 King & Spalding LLP
 1180
Peachtree Street

	Atlanta, GA 30309


  

			
	Accepted:
	
	JPMORGAN CHASE BANK, N.A., as Agent
		
	By:	 	          

		 	Name:                                     
                                       
		 	Title:                                    
                                         
 


  
 H-14 












 EXHIBIT I 

[FORM OF] PRICING CERTIFICATE 
 JPMorgan Chase
Bank, N.A., 
 as Agent 
 500 Stanton Christiana
Rd. NCC 5, Floor 1 
 Newark, DE 19713-2107 
  

Copy to: 
 JPMorgan Chase Bank, N.A., 

as Agent 
 8181 Communications Pkwy 

Plano, TX 75024 
  

[Date] 
 Ladies and Gentlemen: 

Reference is hereby made to the Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Piedmont Operating Partnership, LP (the “Borrower”), Piedmont Office Realty Trust, Inc., JPMorgan Chase Bank, N.A., as administrative agent (the
“Agent”), and each lender from time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. This Pricing
Certificate (this “Certificate”) is furnished pursuant to Section 2.17(f) of the Credit Agreement. 
 THE
UNDERSIGNED HEREBY CERTIFIES SOLELY IN [HIS/HER] CAPACITY AS [CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER, OR EXECUTIVE VICE PRESIDENT] OF THE PARENT AND NOT IN AN INDIVIDUAL CAPACITY (AND WITHOUT PERSONAL LIABILITY) THAT: 

1. I am the duly elected [chief executive officer, chief financial officer, treasurer, or executive vice president] of the Parent, and I am
authorized to deliver this Certificate on behalf of the Borrower; 
 2. Attached as Annex A hereto is a true and correct copy of the
Sustainability Metrics Report for the 20[__] calendar year; and 
 3. The Sustainability Rate Adjustment in respect of the 20[__] calendar
year is [-][___]% per annum, in each case as computed as set forth on Annex B hereto. 

  
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 The foregoing certifications are made and delivered this _____ day of __________, 20[__].

  

			
	 Very truly yours,

	
	 PIEDMONT OPERATING PARTNERSHIP, LP

	
	By: Piedmont Office Realty Trust, Inc., its general partner
		
	 By:
	 	          

	 Name:

	 Title:




  
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