Exhibit 10.1


 





TERM LOAN AGREEMENT


Dated as of September 29, 2015


among


RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP,

as the Borrower,


RETAIL OPPORTUNITY INVESTMENTS CORP.,

as the Parent Guarantor,


KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent,


U.S. BANK NATIONAL ASSOCIATION,

as the Syndication Agent,


and


THE OTHER LENDERS PARTY HERETO


Arranged By:


KEYBANC CAPITAL MARKETS INC. and


U.S. BANK NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Book Managers



    	 



    	 



    







	TABLE OF CONTENTS
	 	 	 	Page
	 	 	 	 
	ARTICLE I	 	DEFINITIONS AND ACCOUNTING TERMS	1
	1.01	 	Defined Terms	1
	1.02	 	Other Interpretive Provisions	26
	1.03	 	Accounting Terms	27
	1.04	 	Rounding	27
	1.05	 	Times of Day	27
	 	 	 	 
	ARTICLE II	 	THE COMMITMENTS AND LOANS	28
	2.01	 	Loans	28
	2.02	 	Borrowings, Conversions and Continuations of Loans	28
	2.03	 	Intentionally Omitted	29
	2.04	 	Prepayments	29
	2.05	 	Intentionally Omitted	30
	2.06	 	Repayment of Loans	30
	2.07	 	Interest	30
	2.08	 	Fees	31
	2.09	 	Computation of Interest and Fees	31
	2.10	 	Evidence of Debt	31
	2.11	 	Payments Generally; Administrative Agent’s Clawback	31
	2.12	 	Sharing of Payments by Lenders	33
	2.13	 	Extension of Maturity Date	34
	2.14	 	Increase in Commitments	35
	2.15	 	Intentionally Omitted	36
	2.16	 	Defaulting Lenders	36
	 	 	 	 
	ARTICLE III	 	TAXES, YIELD PROTECTION AND ILLEGALITY	38
	3.01	 	Taxes	38
	3.02	 	Illegality	42
	3.03	 	Inability to Determine Rates	43
	3.04	 	Increased Costs; Reserves on Eurodollar Rate Loans	43
	3.05	 	Compensation for Losses	44
	3.06	 	Mitigation Obligations; Replacement of Lenders	45
	3.07	 	Survival	46
	 	 	 	 
	ARTICLE IV	 	CONDITIONS PRECEDENT TO EFFECTIVENESS AND LOANS	46
	4.01	 	Conditions of Effectiveness	46
	4.02	 	Conditions to all Loans	48
	 	 	 	 
	ARTICLE V	 	REPRESENTATIONS AND WARRANTIES	48
	5.01	 	Existence, Qualification and Power; REIT Status	48
	5.02	 	Authorization; No Contravention	49
	5.03	 	Governmental Authorization; Other Consents	49
	5.04	 	Binding Effect	49



 



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	TABLE OF CONTENTS
	(continued)
	 	 	 	Page
	 	 	 	 
	5.05	 	Financial Statements; No Material Adverse Effect	49
	5.06	 	Litigation	50
	5.07	 	No Default	50
	5.08	 	Ownership of Property; Liens	50
	5.09	 	Environmental Compliance	51
	5.10	 	Insurance	51
	5.11	 	Taxes	51
	5.12	 	ERISA Compliance	51
	5.13	 	Subsidiaries; Equity Interests	53
	5.14	 	Margin Regulations; Investment Company Act	53
	5.15	 	Disclosure	53
	5.16	 	Compliance with Laws	54
	5.17	 	Intellectual Property; Licenses, Etc	54
	5.18	 	Solvency	54
	5.19	 	Labor Matters	54
	 	 	 	 
	ARTICLE VI	 	AFFIRMATIVE COVENANTS	55
	6.01	 	Financial Statements	55
	6.02	 	Certificates; Other Information	56
	6.03	 	Notices	57
	6.04	 	Payment of Obligations	58
	6.05	 	Preservation of Existence, Etc	58
	6.06	 	Maintenance of Property	59
	6.07	 	Maintenance of Insurance	59
	6.08	 	Compliance with Laws	59
	6.09	 	Books and Records	59
	6.10	 	Inspection Rights	59
	6.11	 	Use of Proceeds	60
	6.12	 	Additional Guarantors	60
	6.13	 	REIT Status	60
	6.14	 	Compliance With Material Contracts	60
	6.15	 	Designation as Senior Debt	61
	6.16	 	Preparation of Environmental Reports	61
	6.17	 	Public Company Status	61
	 	 	 	 
	ARTICLE VII	 	NEGATIVE COVENANTS	61
	7.01	 	Liens	61
	7.02	 	Investments	63
	7.03	 	Indebtedness	64
	7.04	 	Fundamental Changes	64
	7.05	 	Dispositions	65
	7.06	 	Change in Nature of Business	66
	7.07	 	Transactions with Affiliates	66
	 	 	 	 



 



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	TABLE OF CONTENTS
	(continued)
	 	 	 	Page
	 	 	 	 
	7.08	 	Burdensome Agreements	66
	7.09	 	Use of Proceeds	67
	7.10	 	Financial Covenants	67
	7.11	 	Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity	68
	7.12	 	Prepayments of Indebtedness	68
	7.13	 	Stock Repurchases	68
	 	 	 	 
	ARTICLE VIII	 	EVENTS OF DEFAULT AND REMEDIES	69
	8.01	 	Events of Default	69
	8.02	 	Remedies Upon Event of Default	71
	8.03	 	Application of Funds	71
	 	 	 	 
	ARTICLE IX	 	ADMINISTRATIVE AGENT	72
	9.01	 	Appointment and Authority	72
	9.02	 	Rights as a Lender	72
	9.03	 	Exculpatory Provisions	73
	9.04	 	Reliance by Administrative Agent	74
	9.05	 	Delegation of Duties	74
	9.06	 	Resignation of Administrative Agent	74
	9.07	 	Non-Reliance on Administrative Agent and Other Lenders	75
	9.08	 	No Other Duties, Etc	75
	9.09	 	Administrative Agent May File Proofs of Claim	75
	9.10	 	Guaranty Matters	76
	 	 	 	 
	ARTICLE X	 	MISCELLANEOUS	76
	10.01	 	Amendments, Etc	76
	10.02	 	Notices; Effectiveness; Electronic Communication	78
	10.03	 	No Waiver; Cumulative Remedies; Enforcement	80
	10.04	 	Expenses; Indemnity; Damage Waiver	81
	10.05	 	Payments Set Aside	83
	10.06	 	Successors and Assigns	83
	10.07	 	Treatment of Certain Information; Confidentiality	87
	10.08	 	Right of Setoff	88
	10.09	 	Interest Rate Limitation	88
	10.10	 	Counterparts; Integration; Effectiveness	89
	10.11	 	Survival of Representations and Warranties	89
	10.12	 	Severability	89
	10.13	 	Replacement of Lenders	89
	10.14	 	Governing Law; Jurisdiction; Etc	90
	10.15	 	Waiver of Jury Trial	91
	10.16	 	No Advisory or Fiduciary Responsibility	92
	10.17	 	Electronic Execution of Assignments and Certain Other Documents	92
	 	 	 	 



 



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	TABLE OF CONTENTS
	(continued)
	 	 	 	Page
	 	 	 	 
	10.18	 	USA PATRIOT Act	93
	 	 	 	 
	ARTICLE XI	 	GUARANTY	93
	11.01	 	The Guaranty	93
	11.02	 	Obligations Unconditional	93
	11.03	 	Reinstatement	94
	11.04	 	Certain Additional Waivers	95
	11.05	 	Remedies	95
	11.06	 	Rights of Contribution	95
	11.07	 	Guarantee of Payment; Continuing Guarantee	95











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	SCHEDULES
	 	 
	1.01	Certain UAP Properties
	2.01	Commitments and Applicable Percentages
	5.06	Litigation
	5.08	Real Property Assets
	5.13	Subsidiaries; Other Equity Investments
	7.01	Liens
	7.02	Investments
	7.03	Indebtedness
	10.02	Administrative Agent’s Office; Certain Addresses for Notices
	 	 
	EXHIBITS
	 	Form of
	 	 
	1.01	Assignment and Assumption
	2.02	Loan Notice
	2.10	Note
	6.02	Compliance Certificate
	6.12	Joinder Agreement











    	 



    	 



    

TERM LOAN AGREEMENT


This TERM LOAN AGREEMENT (“Agreement”)
is dated as of September 29, 2015, among RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership (the “Borrower”),
RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation (or any successor entity permitted under Section 7.04,
the “Parent Guarantor”), certain subsidiaries of the Parent Guarantor as subsidiary guarantors (the “Subsidiary
Guarantors”; and together with the Parent Guarantor, the “Guarantors”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”) and KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent.


The Borrower has requested that the Lenders
provide a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein.


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


ARTICLE
I

DEFINITIONS AND ACCOUNTING TERMS


1.01         
Defined Terms.


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


“Adjusted Net Operating Income”
means, for any Real Property Asset for the most recently ended fiscal quarter, an amount equal to (a) the aggregate gross revenues
from the operations of such Real Property Asset during such period minus (b) the sum of (i) all expenses and other proper charges
incurred in connection with the operation of such Real Property Asset during such period (including real estate taxes, but excluding
any actual management fees, debt service charges, income taxes and depreciation, amortization and other non-cash expenses) plus
(ii) a management fee equal to the greater of (A) three percent (3%) of the aggregate gross revenues from the operations of such
Real Property Asset during such period and (B) actual management fees paid to third parties in connection with such Real Property
Asset during such period plus (iii) a replacement reserve of $0.0375 per square foot with respect to such Real Property Asset;
provided that it is understood and agreed that for any Real Property Asset (x) acquired during the most recently ended
fiscal quarter, the revenues included in clause (a) above and the expenses included in clause (b) above shall be an amount
equal to the revenues and expenses attributable to such Real Property Asset during the days such Real Property Asset has been owned
by the Parent Guarantor or a Subsidiary multiplied by a ratio equal to (I) 90 divided by (II) the number of days such Real Property
Asset has been owned and (y) disposed of during the most recently ended fiscal quarter, the revenues included in clause (a) above
and the expenses included in clause (b) above shall be excluded.


“Administrative Agent”
means KeyBank National Association in its capacity as administrative agent under any of the Loan Documents, or any successor administrative
agent.



    	 



    	 



    




“Administrative Agent’s Office”
means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.


“Administrative Questionnaire”
means an Administrative Questionnaire in a form approved by the Administrative Agent.


“Affiliate” means, with
respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified. In no event shall the Administrative Agent
or any Lender be deemed to be an Affiliate of the Borrower.


“Aggregate Commitments”
means the Commitments of all the Lenders.


“Agreement” means this
Term Loan Agreement.


“Applicable Percentage”
means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16. The
initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


“Applicable Rate” means,
as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below:


	

Pricing

Level	Credit Rating Level	

                                                                                

Eurodollar Rate 
 Loans
	
        

        Base Rate Loans

	I	Credit Rating Level 1	.90%	0.00%
	II	Credit Rating Level 2	.95%	0.00%
	III	Credit Rating Level 3	1.10%	0.10%
	IV	Credit Rating Level 4	1.35%	0.35%
	V	Credit Rating Level 5	1.75%	0.75%


 


The Applicable Rate for each Base Rate Loan
shall be determined by reference to the Credit Rating Level in effect from time to time, and the Applicable Rate for any Interest
Period for all Eurodollar Rate Loans having such Interest Period shall be determined by reference to the Credit Rating Level in
effect on the first day of such Interest Period; provided, however, that no change in the Applicable Rate
resulting from the application of the Credit Rating Levels or a change in the Credit Rating Level shall be effective until three
Business Days after the date on which the Administrative Agent receives written notice of the application of the Credit Rating
Levels or written notice, pursuant to Section 6.03(f) or addressed to the Administrative Agent from the applicable Rating
Agency, of a change in such Credit Rating Level, or otherwise confirms such change through information made publicly available
by such Rating Agency.



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“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.


“Arrangers” means KeyBanc
Capital Markets Inc. and U.S. Bank National Association, each in its capacity as joint lead arranger and joint book manager.


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


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 1.01
or any other form approved by the Administrative Agent.


“Attributable Indebtedness”
means, with respect to any Person on any date, (a) in respect of any Capital Lease, the capitalized amount thereof that would appear
on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation,
the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease, (c) in respect of any Securitization
Transaction, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate
adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in respect of any Sale and Leaseback Transaction,
the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the
lessee for rental payments during the term of such lease.


“Audited Financial Statements”
means the audited consolidated balance sheet of the Parent Guarantor and its Subsidiaries for the fiscal year ended December 31,
2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal
year of the Parent Guarantor and its Subsidiaries, including the notes thereto.


“Base Rate” means for any
day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in
effect for such day as publicly announced from time to time by Administrative Agent as its “prime rate,” and (c) the
Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Administrative Agent based upon various factors including
Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced
by Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.


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


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


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



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


“Capital Lease” means,
as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be
accounted for as a Capital Lease on the balance sheet of that Person.


“Capitalization Rate” means
6.75%.


“Cash Equivalents” means,
as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any Lender,
(ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank
whose short term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least
P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not
more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank
(or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within
six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including
any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations
issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest
(subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of
the repurchase obligations and (e) investments, classified in accordance with GAAP as current assets, in money market investment
programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having
capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing
subdivisions (a) through (d).


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



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“Change of Control” means
an event or series of events by which:


(a)               
the Parent Guarantor fails to own 80% of the Voting Stock of the Borrower;


(b)              
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to
have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly
or indirectly, of 30% or more of the Equity Interests of the Parent Guarantor entitled to vote for members of the board of directors
or equivalent governing body of the Parent Guarantor on a fully-diluted basis (and taking into account all such securities that
such person or group has the right to acquire pursuant to any option right); provided that, notwithstanding the above, unexercised
warrants with respect to Equity Interests of the Parent Guarantor shall not be deemed to be ownership of Equity Interests of the
Parent Guarantor unless and until such warrants are exercised; or


(c)               
during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing
body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the
first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals
referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination
for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened
solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation
for the election of one or more directors by or on behalf of the board of directors).


“Closing Date” means the
date hereof.


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


“Commitment” means, as
to each Lender, its obligation to make Loans to the Borrower in the amount set forth opposite such Lender’s name under the
column titled “Commitment” on Schedule 2.01 or set forth in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable, as such amount may be increased in accordance with this Agreement.



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“Compliance Certificate”
means a certificate substantially in the form of Exhibit 6.02.


“Consolidated EBITDA” means,
for any period, for the Parent Guarantor and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest
Expense for such period (including amortization of deferred financing costs, to the extent included in the determination of Consolidated
Interest Expense), (ii) the provision for Federal, state, local and foreign income taxes payable by the Parent Guarantor and its
Subsidiaries for such period, (iii) depreciation and amortization expense for such period, (iv) other non-recurring non-cash expenses
of the Parent Guarantor and its Subsidiaries and all non-recurring extraordinary losses, in each case reducing such Consolidated
Net Income for such period and (v) expenses of the Parent Guarantor incurred in connection with the exercise by holders of warrants
(existing on the date of this Agreement) in exchange for common Equity Interest in the Parent Guarantor so long as the Parent Guarantor
receives an amount of cash in excess of such expenses in connection with such exercise and minus (b) the following to the extent
included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Parent Guarantor
and its Subsidiaries for such period and (ii) all non-recurring non-cash items and all non-recurring extraordinary gains, in each
case increasing Consolidated Net Income for such period.


“Consolidated Fixed Charge Coverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the most recent fiscal quarter
period ending on such date multiplied times four (4) to (b) Consolidated Fixed Charges for the most recent fiscal quarter ending
on such date multiplied times four (4).


“Consolidated Fixed Charges”
means, as of any date of determination, for the Parent Guarantor and its Subsidiaries on a consolidated basis, the sum of (a) Consolidated
Interest Expense for such period plus (b) current scheduled principal payments of Consolidated Funded Indebtedness (excluding any
payment of principal under the Loan Documents and any “balloon” payment or final payment at maturity that is significantly
larger than the scheduled payments that preceded it) for such period plus (c) dividends and distributions that were required to
be paid on preferred stock, if any for such period, in each case, as determined in accordance with GAAP.


“Consolidated Funded Indebtedness”
means, as of any date of determination, Funded Indebtedness of the Parent Guarantor and its Subsidiaries on a consolidated basis
plus, without duplication, the Parent Guarantor’s and Subsidiaries’ pro rata share of Funded Indebtedness of Unconsolidated
Joint Ventures.


“Consolidated Interest Expense”
means, for any period, for the Parent Guarantor and its Subsidiaries on a consolidated basis, the sum of all interest expense (whether
paid, accrued or capitalized) and letter of credit fee expense, as determined in accordance with GAAP; provided that it
shall (a) include the interest component under Capital Leases and Attributable Indebtedness under Securitization Transactions and
(b) exclude the amortization of any deferred financing fees.



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“Consolidated Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated
Total Asset Value as of such date.


“Consolidated Net Income”
means, for any period, for the Parent Guarantor and its Subsidiaries on a consolidated basis, the net income of the Parent Guarantor
and its Subsidiaries for that period, as determined in accordance with GAAP.


“Consolidated Secured Indebtedness”
means, as of any date of determination, for the Parent Guarantor and its Subsidiaries on a consolidated basis, Consolidated Funded
Indebtedness that is subject to a Lien other than Non-Consensual Liens.


“Consolidated Secured Indebtedness
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Indebtedness on such date to (b)
Consolidated Total Asset Value on such date.


“Consolidated Secured Recourse Indebtedness”
means, as of any date of determination, for the Parent Guarantor and its Subsidiaries on a consolidated basis, Consolidated Funded
Indebtedness that is subject to a Lien other than Non-Consensual Liens and that is recourse to the Parent Guarantor or any of its
Subsidiaries.


“Consolidated Secured Recourse Indebtedness
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Recourse Indebtedness on such date
to (b) Consolidated Total Asset Value on such date.


“Consolidated Tangible Net Worth”
means, as of any date of determination, for the Parent Guarantor and its Subsidiaries on a consolidated basis, an amount equal
to (a) Shareholders’ Equity of the Parent Guarantor and its Subsidiaries on that date plus (b) accumulated depreciation
and amortization minus (c) Intangible Assets, plus (d) Intangible Liabilities all as determined in accordance with GAAP.


“Consolidated Total Asset Value”
means, as of any date of determination, with respect to the Parent Guarantor and its Subsidiaries on a consolidated basis, the
sum of (a) the quotient of (i) (x) an amount equal to (A) Adjusted Net Operating Income for the prior fiscal quarter minus (B)
the aggregate amount of Adjusted Net Operating Income attributable to each Real Property Asset sold or otherwise disposed of during
such prior fiscal quarter minus (C) the aggregate amount of Adjusted Net Operating Income for the prior fiscal quarter attributable
to each Real Property Asset acquired during the last four fiscal quarters multiplied by (y) four (4) divided by (ii) the Capitalization
Rate, plus (b) with respect to each Real Property Asset acquired during such prior four fiscal quarters, the book value of such
Real Property Asset; provided that the Borrower may, at its discretion, make a one time irrevocable election to value a
Real Property Asset acquired during the prior four fiscal quarters in an amount equal to (i) the quotient of (A) an amount
equal to (y) the Adjusted Net Operating Income from such Real Property Asset multiplied by (z) four (4) divided by (B) the Capitalization
Rate, plus (c) unrestricted Cash Equivalents, plus (d) the book value of Real Property Assets that constitute unimproved land holdings,
plus (e) the book value of Real Property Assets that constitute construction in progress, plus (f) the carrying value 



    	-7-



    	 



    

of performing
mortgage loans, plus (g) the Parent Guarantor’s and Subsidiaries’ pro rata share of the forgoing items and components
attributable to interests in Unconsolidated Joint Ventures.


“Consolidated Unencumbered Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Net Operating Income of the UAP Properties
for the most recent fiscal quarter period ending on such date multiplied times four (4) to (b) Consolidated Interest Expense associated
with Consolidated Unsecured Indebtedness for the most recent fiscal quarter ending on such date multiplied times four (4).


“Consolidated Unencumbered Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Unsecured Indebtedness as of such date to
(b) the Unencumbered Asset Pool Value.


“Consolidated Unsecured Indebtedness”
means, as of any date of determination, for the Parent Guarantor and its Subsidiaries on a consolidated basis, Consolidated Funded
Indebtedness that is not Consolidated Secured Indebtedness.


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


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


“Credit Rating” means,
as of any date of determination, the highest of the credit ratings (or their equivalents) then assigned to Parent Guarantor’s
long-term senior unsecured non-credit enhanced debt by any of the Rating Agencies. A credit rating of BBB- from S&P or Fitch
is equivalent to a credit rating of Baa3 from Moody’s and vice versa. A credit rating of BBB from S&P or Fitch is equivalent
to a credit rating of Baa2 from Moody’s and vice versa. It is the intention of the parties that if Parent Guarantor shall
only obtain a credit rating from two of the Rating Agencies without seeking a credit rating from the third Rating Agency, the Borrower
shall be entitled to the benefit of the Credit Rating Level for such credit ratings. If Parent Guarantor shall have obtained a
credit rating from at least two of the Rating Agencies, the highest of the credit ratings shall control, provided that the next
highest credit rating is only one level below that of the higher or highest rating. If the next highest rating is more than one
level below that of the highest credit rating, the operative credit rating would be deemed to be one rating level higher than the
next highest credit rating. If Parent Guarantor shall have obtained a credit rating from two or more of the Rating Agencies and
shall thereafter lose such credit ratings (whether as a result of a withdrawal, suspension, election to not obtain a rating, or
otherwise) from two of the Rating Agencies, the Parent Guarantor shall be deemed for the purposes hereof not to have a credit rating.
If at any time two or more of the Rating Agencies shall no longer perform the functions of a securities rating agency, then the
Borrower and the Administrative Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies
(and to correlate the system of ratings of each such substitute rating agency with that of the 



    	-8-



    	 



    

rating agency being replaced) and,
pending such amendment, the Credit Rating of the other of the Rating Agencies, if one has been provided, shall continue to apply.


“Credit Rating Level” means
one of the following five pricing levels, as applicable, and provided that, during any period that the Parent Guarantor has no
Credit Rating Level, Credit Rating Level 5 shall be the applicable Credit Rating Level:


“Credit Rating Level 1”
means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to A- by S&P
or Fitch or A3 by Moody’s;


“Credit Rating Level 2”
means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to BBB+ by S&P
or Fitch or Baa1 by Moody’s and Credit Rating Level 1 is not applicable;


“Credit Rating Level 3”
means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to BBB by S&P
or Fitch or Baa2 by Moody’s and Credit Rating Levels 1 and 2 are not applicable;


“Credit Rating Level 4”
means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to BBB- by S&P
or Fitch or Baa3 by Moody’s and Credit Rating Levels 1, 2 and 3 are not applicable; and


“Credit Rating Level 5”
means the Credit Rating Level which would be applicable for so long as the Credit Rating is less than BBB- by S&P or Fitch
or Baa3 by Moody’s or there is no Credit Rating.


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


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


“Default Rate” means an
interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal
to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum.


“Defaulting Lender” means,
subject to Section 2.16(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any
of its funding obligations hereunder within three Business Days of the date required to be funded by it hereunder (it being understood
that a Lender is not a Defaulting Lender solely as a result of its refusal to fund due to a good faith belief by such Lender that
the Borrower has not met the conditions necessary to obtain a funding), (b) has notified the Borrower, the Administrative Agent
or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with




    	-9-



    	 



    

respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (it being understood
that a Lender is not a Defaulting Lender solely as a result of its refusal to fund under other agreements due to a good faith belief
by such Lender that the applicable borrower under such other agreement has not met the conditions necessary to obtain a funding
thereunder), (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory
to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company
that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian
appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any
such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.


“Disposition” or “Dispose”
means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable
or any rights and claims associated therewith; it being understood that Disposition shall not include an arrangement that solely
results in a Permitted Lien.


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


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


“Eligible Assignee” means
any Person that meets the requirements to be an assignee under Sections 10.06(b)(iii) and (v) (subject to such consents,
if any, as may be required under Section 10.06(b)(iii)).


“Eligible Ground Lease”
means, at any time, a ground lease (a) under which a Loan Party or a UAP Subsidiary is the lessee and is the fee owner of
(or leases) the structural improvements located thereon, (b) that has a remaining term of not less than thirty (30) years
(including the initial term and any additional extension options that are solely at the option of such Loan Party or such UAP Subsidiary),
(c) where no party to such lease is subject to a then continuing bankruptcy event, (d) such ground lease (or a related document
executed by the applicable ground lessor) contains customary provisions protective of a first mortgage lender to the lessee and
(e) where such Loan Party’s or UAP Subsidiary’s interest in the underlying Real Property Asset or the lease is not
subordinate to any Lien other than the Eligible Ground Lease itself, any fee mortgage (if such fee mortgage has non-disturbed such
Loan Party or UAP Subsidiary pursuant to a non-disturbance agreement reasonably satisfactory to the Administrative Agent), any
Liens permitted by Section 7.01 and other encumbrances reasonably acceptable to the Administrative Agent, in its discretion.


“Environmental Laws” means
any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the 



    	-10-



    	 



    

protection
of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes,
air emissions and discharges to waste or public systems.


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


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


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


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


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


“Eurodollar Rate” means:



    	-11-



    	 



    




(a)               
for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the average rate (rounded to
the nearest 1/100th) as shown in Reuters Screen LIBOR 01 Page (or any successor service or, if such Person no longer reports such
rate as determined by Administrative Agent, by another commercially available source providing such quotations approved by Administrative
Agent) at which Dollar deposits are offered in the London interbank market at approximately 11:00 a.m. (London time) on the
day that is two (2) London Banking Days prior to the first day of such Interest Period with a maturity approximately equal
to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates; and


(b)              
for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the average rate
(rounded to the nearest 1/100th) as shown in Reuters Screen LIBOR 01 Page (or any successor service or, if such Person no longer
reports such rate as determined by Administrative Agent, by another commercially available source providing such quotations approved
by Administrative Agent) at which Dollar deposits are offered in the London interbank market at approximately 11:00 a.m. (London
time) on the day that is two (2) London Banking Days prior to the first day of such Interest Period with a maturity of one
month commencing that day and in an amount approximately equal to the amount of the Base Rate Loan being made, continued or converted
by KeyBank.


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


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


“Excluded Taxes” means,
with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which
such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable
Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction
in which the Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable
to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), (d) in the case of a Foreign Lender (other
than an assignee pursuant to a request by the Borrower under Section 10.13), any United States withholding tax that
(i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign
Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure
or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office
(or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii)
or (c) and (e) U.S. federal taxes imposed by reason of a Lender’s failure to comply with the requirements of Sections
1471 through 1474 of the Code (such Code Sections referred to herein as “FATCA”) to establish that such payment
is exempt from withholding tax thereunder.



    	-12-



    	 



    




“Extension Request” has
the meaning specified in Section 2.13(a).


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


“FATCA” has the meaning
specified in the definition of Excluded Taxes.


“Federal Funds Rate” means,
for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to KeyBank on such day on
such transactions as determined by the Administrative Agent.


“Fee Letter” means the
letter agreement, dated September 3, 2015, among the Parent Guarantor, the Administrative Agent, KeyBanc Capital Markets Inc. and
U.S. Bank National Association.


“Fitch” means Fitch, Inc.
and any successor thereto.


“Foreign Lender” means
any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute
a single jurisdiction.


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


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


“Funded Indebtedness” means
the sum of the following (whether or not included as indebtedness or liabilities in accordance with GAAP):


(a)               
all obligations for borrowed money, whether current or long term (including the Obligations hereunder), and all obligations
evidenced by bonds, debentures, notes, loan agreements or other similar instruments;


(b)              
all purchase money indebtedness (including indebtedness and obligations in respect of conditional sales and title retention
arrangements, except for customary conditional sales and title retention arrangements with suppliers that are entered into in the
ordinary course of business) and all indebtedness and obligations in respect of the deferred purchase price of property or services
(other than trade accounts payable 



    	-13-



    	 



    

incurred in the ordinary course of business and payable on customary trade terms that are not
overdue);


(c)               
all direct obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar
instruments (including bank guaranties, surety bonds, comfort letters, keep well agreements and capital maintenance agreements)
to the extent such instruments or agreements support financial, rather than performance, obligations;


(d)              
Attributable Indebtedness;


(e)               
all preferred stock and comparable equity interests providing for mandatory redemption, sinking fund or other like payments;


(f)               
without duplication, guarantees and other support obligations in respect of Funded Indebtedness of another Person;


(g)              
Funded Indebtedness of any partnership or joint venture or other similar entity in which a Loan Party or any Subsidiary
is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there
is recourse to any Loan Party or Subsidiary for payment thereof; and


(h)              
Swap Termination Value under any Swap Contracts.


For purposes hereof, the amount of Funded Indebtedness shall
be determined based on (A) in the case of borrowed money indebtedness under clause (a) above and purchase money indebtedness and
deferred purchase obligations under clause (b) above, the then outstanding principal amount, (B) in the case of letter of credit
obligations and the other obligations under clause (c) above, the maximum amount available to be drawn, and (C) in the case of
support obligations under clause (g) above, based on the amount of Funded Indebtedness that is the subject of the support obligations.
For clarification purposes, “Funded Indebtedness” shall not include intercompany indebtedness of the Loan Parties and
their Subsidiaries, general accounts payable of the Loan Parties and their Subsidiaries which arise in the ordinary course of business,
accrued expenses of the Loan Parties and their Subsidiaries incurred in the ordinary course of business or minority interests in
joint ventures or limited partnerships (except to the extent set forth in clause (g) above).


“Funds From Operations”
means, as of any date of determination, and for any relevant period with respect to the Parent Guarantor and its Subsidiaries on
a consolidated basis, an amount equal to (1) Consolidated Net Income for such period plus (2) depreciation and amortization for
such period plus (3) to the extent such amounts have reduced Consolidated Net Income, costs and expenses incurred in connection
with any consummated acquisition during such period in an amount not to exceed fifteen percent (15%) of Consolidated EBITDA for
the most recently ended four fiscal quarter period and subject to adjustments for unconsolidated partnerships and joint ventures
as hereafter provided plus (4) to the extent such amounts have reduced Consolidated Net Income, any expenses for such period incurred
in connection with the exercise by holders of warrants (existing on the date of this Agreement) in exchange for common Equity Interests
in the Parent Guarantor so long as the Parent Guarantor receives an amount of 



    	-14-



    	 



    

cash in excess of such expenses in connection with
such exercise. Notwithstanding contrary treatment under GAAP, for purposes hereof, (a) “Funds From Operations” shall
include, and be adjusted to take into account, the Parent Guarantor’s interests in unconsolidated partnerships and joint
ventures, on the same basis as consolidated partnerships and subsidiaries, as provided in the “white paper” issued
in April 2002 by the National Association of Real Estate Investment Trusts and (b) Consolidated Net Income shall not include
gains (or, if applicable, losses) resulting from or in connection with (i) restructuring of Funded Indebtedness, (ii) sales of
property, (iii) sales or redemptions of preferred stock or (iv) non cash asset impairment charges.


“GAAP” means generally
accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board consistently applied and as in effect from time to time.


“General Partner” means
Retail Opportunity Investments GP, LLC, a Delaware limited liability company.


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


“Guarantee” means, as to
any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss
in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be the lesser
of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made
and (y) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such
Guarantee unless such primary obligation and the maximum amount for which such guaranteeing Person may be liable are not stated
or determinable, in which case the amount of such Guarantee shall be such guaranteeing Person’s maximum reasonably 



    	-15-



    	 



    

anticipated
liability in respect thereof as determined by the Borrower in good faith. The term “Guarantee” as a verb has a corresponding
meaning.


“Guarantors” means the
Parent Guarantor and all other Subsidiaries identified as Guarantors on the signature pages hereto or who become Guarantors pursuant
to Section 6.12 or otherwise.


“Guaranty” means the Guaranty
made by the Guarantors in favor of the Administrative Agent and the Lenders under Article XI of this Agreement.


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


“Indebtedness” means, as
to any Person at a particular time, without duplication, all of the following:


(a)              

all Funded Indebtedness of such Person;


(b)              
all other obligations (other than Intangible Liabilities) that would constitute obligations on the balance sheet of such
Person, as determined in accordance with GAAP; and


(c)               
all Guarantees of such Person in respect of any of the foregoing.


Notwithstanding anything to the contrary in
this Agreement or any other Loan Document, the calculation of Indebtedness shall not include any fair value adjustments to the
carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under
FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB
standards allowing entities to elect fair value option for financial liabilities. Accordingly, the amount of liabilities shall
be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium
or discount.


“Indemnified Taxes” means
Taxes other than Excluded Taxes.


“Indemnitees” has the meaning
specified in Section 10.04(b).


“Information” has the meaning
specified in Section 10.07.


“Initial Maturity Date”
means January 31, 2019.


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



    	-16-



    	 



    




“Intangible Liabilities”
means liabilities that are considered to be intangible liabilities under GAAP.


“Interest Payment Date”
means (a) as to any Eurodollar Rate Loan, (i) the last day of each Interest Period applicable to such Loan and (ii) the Maturity
Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds one month, the respective
dates that fall every one month after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to
any Base Rate Loan, (i) the last Business Day of each month and (ii) the Maturity Date.


“Interest Period” means
as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued
as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan
Notice; provided that:


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


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


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


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


“IP Rights” has the meaning
specified in Section 5.17.


“Joinder Agreement” means
a joinder agreement substantially in the form of Exhibit 6.12 executed and delivered by a Subsidiary in accordance
with the provisions of Section 6.12.


“KeyBank” means KeyBank
National Association and its successors.



    	-17-



    	 



    




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


“Lender” has the meaning
specified in the introductory paragraph hereto, and includes any Person that shall have become party hereto pursuant to an Assignment
and Assumption (other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption).


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


“Lien” means any mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority
or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including
any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property,
and any financing lease having substantially the same economic effect as any of the foregoing).


“Loan” means any loan made
by a Lender to the Borrower under Section 2.01 or Section 2.14.


“Loan Documents” means
this Agreement, each Note, each Joinder Agreement and the Fee Letter.


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


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


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


“Material Acquisition”
means a simultaneous acquisition by Borrower or its Subsidiaries of one or more assets with a purchase price of ten percent (10%)
or more of Consolidated Total Asset Value immediately prior to such acquisition.


“Material Adverse Effect”
means (A) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities
(actual or contingent), condition (financial or otherwise) or prospects of the Parent Guarantor and its Subsidiaries, taken as
a whole; (B) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document,
or of the ability of the Parent Guarantor or any Loan Party to 



    	-18-



    	 



    

perform its obligations under any Loan Document to which it is a
party; or (C) a material adverse effect upon the legality, validity, binding effect or enforceability against the Parent Guarantor
or any Loan Party of any Loan Documentation to which it is a party.


“Material Contract” means,
any agreement the breach, nonperformance or cancellation of which could reasonably be expected to have a Material Adverse Effect.


“Material Subsidiary” means
any Domestic Subsidiary of the Parent Guarantor that either (a) owns (or ground leases, as applicable) a UAP Property or other
assets the value of which is included in the determination of Unencumbered Asset Pool Value and which at any time (whether when
such Real Property Asset becomes a UAP Property or thereafter) has incurred, acquired, suffered to exist, or incurs, acquires or
suffers to exist, or otherwise is liable with respect to any Indebtedness that is not Non-Recourse Indebtedness (whether as a borrower,
co-borrower, guarantor, or otherwise), or (b) is the borrower or co-borrower under, guarantees, or otherwise is or becomes obligated
in respect of, any Indebtedness that is not Non-Recourse Indebtedness; provided that, in lieu of causing such Subsidiary
to become a Guarantor as provided in Section 6.12, the Borrower may elect by delivery of written notice to Administrative
Agent to exclude such Subsidiary as a Guarantor provided any Indebtedness of such Subsidiary which is not Non-Recourse Indebtedness
is recourse only to the Subsidiary and not recourse to any other Person, and provided further that all assets owned directly or
indirectly by the Subsidiary are excluded from the Unencumbered Asset Pool Value.


“Maturity Date” means Initial
Maturity Date, as such date may be extended as provided in Section 2.13, or such earlier date on which the Loan shall become due
and payable pursuant to the terms hereof; provided, however, that, in each case, if such date is not a Business Day,
the Maturity Date shall be the next preceding Business Day.


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


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


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


“Non-Consensual Liens”
are Liens permitted by Sections 7.01(b) – 7.01(l), inclusive.


“Non-Consenting Lender”
has the meaning set forth in Section 10.13.


“Non-Recourse Indebtedness”
means Indebtedness of a Person in respect of which recourse for payment (except for normal and customary exclusions from non-recourse
indebtedness, such as fraud, intentional misrepresentation, misapplication of funds, waste, Environmental Liabilities and voluntary
bankruptcy until a claim is made with respect thereto, and then such Indebtedness shall not constitute “Non-Recourse Indebtedness”
to the extent of the 



    	-19-



    	 



    

amount of such claim) is contractually and solely limited to specific assets of such Person encumbered by
a Lien securing such Indebtedness and is not a general obligation of such Person.


“Note” means a promissory
note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit 2.10.


“Obligations” means all
advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise
with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against
any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include
(a) all obligations under any Swap Contract between any Loan Party or any Subsidiary and any Lender or Affiliate of a Lender that
is permitted to be incurred pursuant to Section 7.03(c) and (b) all obligations under any Treasury Management Agreement
between any Loan Party or any Subsidiary and any Lender or Affiliate of a Lender.


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


“Other Taxes” means all
present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.


“Outstanding Amount” means
as of any date, the aggregate principal amount of Loans outstanding on such date after giving effect to any borrowings and prepayments
or repayments of Loans occurring on such date.


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


“Participant” has the meaning
specified in Section 10.06(d).


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


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


“Pension Funding Rules”
means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension
Plans and set forth 



    	-20-



    	 



    

in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code
and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the
Code and Sections 302, 303, 304 and 305 of ERISA.


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


“Permitted Lien” has the
meaning specified in Section 7.01.


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


“Plan” means any employee
benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan), maintained by the Borrower or any ERISA
Affiliate.


“Platform” has the meaning
specified in Section 6.02.


“Property” means all property
owned or leased by a Loan Party or any of its Subsidiaries, both real and personal.


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


“Qualified Non-Wholly Owned Subsidiary”
means a Subsidiary of the Parent Guarantor that at all times during the term of this Agreement meets each of the following criteria:
(a) the Parent Guarantor or a wholly-owned Subsidiary of the Parent Guarantor is the sole managing member or general partner of
such Subsidiary and retains, without limitation or restriction, control of all decisions relating to the financing, sale, leasing
and management of the UAP Property owned by such Subsidiary, (b) no more than 5.0% of the Equity Interests in such Subsidiary are
directly or indirectly owned by Persons other than the Parent Guarantor or a Subsidiary of the Parent Guarantor and (c) the Organization
Documents of such Subsidiary contain no restriction, condition or limitation on the ability of such Subsidiary to become a Guarantor
hereunder or pledge all or any part of its assets, including such UAP Property, as collateral security for the Obligations.


“Rating Agencies” means
S&P, Moody’s and Fitch, collectively, and “Rating Agency” means S&P, Moody’s or Fitch.


“Real Property Asset” means,
a parcel of real or leasehold property, together with all improvements (if any) thereon (including all tangible personal property
owned by the Person owning such real or leasehold property) owned in fee simple or leased pursuant to an Eligible Ground Lease
by any Person. “Real Property Assets” means a collective reference to each Real Property Asset.


“Register” has the meaning
specified in Section 10.06(c).



    	-21-



    	 



    




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


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


“Required Lenders” means,
as of any date of determination, at least two Lenders having more than 50% of the Total Outstandings; provided that (a)
the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders and (b) if there is only one Lender then such Lender shall be deemed to constitute Required Lenders.


“Responsible Officer” means
the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party,
and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant
secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


“Revolving Credit Agreement”
means the First Amended and Restated Credit Agreement dated as of August 29, 2012 among the Loan Parties, KeyBank National Association,
as administrative agent and letter of credit issuer, and the lenders party thereto from time to time.


“Revolving Credit Documents”
means the Revolving Credit Agreement and each other “Loan Document” as defined in the Revolving Credit Agreement.


“Revolving Credit Obligations”
means the “Obligations” as defined in the Revolving Credit Agreement.


“S&P” means Standard
& Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor thereto.


“Sale and Leaseback Transaction”
means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such
Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose
or purposes as the property being sold or transferred.


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


“Securitization Transaction”
means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements)
pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a 



    	-22-



    	 



    

security interest
in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose
subsidiary or affiliate of such Person.


“Shareholders’ Equity”
means, as of any date of determination, consolidated shareholders’ equity of the Parent Guarantors and its Subsidiaries,
as determined in accordance with GAAP.


“Solvent” means, with respect
to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total
amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair saleable value
of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature, (d) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person
is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s
property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry
in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities
will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability. “Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Equity Interests
having ordinary voting power for the election of directors or other governing body (other than Equity Interests having such power
only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references
herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent
Guarantor.


“Super Majority Lenders”
means, as of any date of determination, at least two Lenders having more than 66.66% of the Total Outstandings; provided
that (a) the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Super Majority Lenders and (b) if there is only one Lender then such Lender shall be deemed to constitute
Super Majority Lenders.


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



    	-23-



    	 



    

International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master Agreement.


“Swap Termination Value”
means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement
relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause
(a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market
or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender).


“Syndication Agent” means
U.S. Bank National Association.


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


“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.


“Threshold Amount” means
(a) with respect to Indebtedness that is recourse to a Loan Party or any of its Subsidiaries, $35,000,000, (b) with respect to
Indebtedness that is not recourse to any Loan Party or any of its Subsidiaries, $70,000,000 and (c) with respect to all other matters,
$10,000,000.


“Total Outstandings” means
the aggregate Outstanding Amount of all Loans.


“Treasury Management Agreement”
means any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight draft,
credit or debit cards, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled
disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.


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


“UAP Guarantor” means each
Subsidiary of the Parent Guarantor which owns (or ground leases, as applicable) a UAP Property and which is or becomes a Guarantor
pursuant to Section 6.12.


“UAP Property” means a
Real Property Asset that is (i) directly owned by the Borrower, a Guarantor that is a direct or indirect wholly-owned Subsidiary
of the Borrower or a Qualified 



    	-24-



    	 



    

Non-Wholly Owned Subsidiary or a UAP Subsidiary, (ii) a multi-tenant retail property located in
the United States and is not unimproved land or assets under development, (iii) either owned in fee simple or subject to an Eligible
Ground Lease interest approved by the Administrative Agent, (iv) free of any environmental problems as represented in writing to
the Administrative Agent (without the need for environmental reports or other related information except upon reasonable request),
(v) not subject to a Lien or other restriction other than Non-Consensual Liens (provided that a Real Property Asset may not be
considered to be a UAP Property as long as it is subject to a Non-Consensual Lien incurred pursuant to Section 7.01(g)
if (x) the amount of such Non-Consensual Lien, when aggregated with all other Non-Consensual Liens then existing that were incurred
pursuant to Section 7.01(g), exceeds $500,000 and (y) such Non-Consensual Lien has remained unsatisfied or undischarged
for a period of greater than 90 days) and (vi) subject to negative pledge in favor of the Administrative Agent.


“UAP Subsidiary” means
each Subsidiary of Borrower and each Qualified Non-Wholly Owned Subsidiary which owns (or ground leases, as applicable) a UAP Property.
Each UAP Guarantor shall be a UAP Subsidiary.


“Unconsolidated Joint Venture”
means any Investment in a Person by the Parent Guarantor or a Subsidiary in which such Person is not consolidated with the Parent
Guarantor for GAAP purposes.


“Unencumbered Asset Pool Value”
means, as of any date of determination, an amount equal to the sum of (a) for all UAP Properties listed on Part A of Schedule 1.01
attached hereto and all UAP Properties that have been owned for more than twelve months, the quotient of (i) an amount equal to
(A) the Adjusted Net Operating Income from such UAP Properties multiplied by (B) four (4) divided by (ii) the Capitalization
Rate plus (b) for all UAP Properties not owned on the Closing Date that have been owned for twelve months or less and for all UAP
Properties listed on Part B of Schedule 1.01 attached hereto that have been owned for twelve months or less, at the
discretion of the Borrower, (i) the book value (as defined by GAAP) of any such UAP Property or (ii) the value of any such UAP
Property as determined by the calculation in clause (a) above; provided that when calculating the Unencumbered Asset Pool
Value, the following limitations shall apply:


(A)            
[Intentionally Deleted];


(B)             
[Intentionally Deleted];


(C)             
no more than 10% of the aggregate value of the Unencumbered Asset Pool Value can be contributed by UAP Properties subject
to Eligible Ground Leases (rather than owned in fee simple);


(D)            
no more than 15% of the aggregate value of the Unencumbered Asset Pool Value can be contributed by UAP Properties owned
by Qualified Non-Wholly Owned Subsidiaries;


(E)             
each UAP Property contributing to the Unencumbered Asset Pool Value shall have a minimum occupancy (leased and tenant occupied
and operating) of not less than 70% and the aggregate occupancy 



    	-25-



    	 



    

of all UAP Properties contributing to the Unencumbered Asset Pool
Value shall be not less than 85%; provided that up to 15% of the aggregate value of the UAP Properties contributing to the
Unencumbered Asset Pool Value can be comprised of Real Property Assets acquired in any preceding twelve month period that do not
meet the individual UAP Property requirement for occupancy so long as (i) any such Real Property Asset that does meet the 70% individual
occupancy rate is not included as a UAP Property in the Unencumbered Asset Pool Value for more than twelve months and (ii) the
aggregate occupancy rate of 85% or more with respect to all UAP Properties contributing to the Unencumbered Asset Pool Value remains
satisfied; and


(F)              
a UAP Property will be excluded from the calculation of the Unencumbered Asset Pool Value to the extent it has tenants with
aggregate base rents of more than 10% of the total rents of such UAP Property that are delinquent 90 days or more.


Furthermore, in calculating the Unencumbered
Asset Pool Value, to the extent any UAP Property is owned by a Qualified Non-Wholly Owned Subsidiary, the Unencumbered Asset Pool
Value otherwise attributable to such UAP Property shall be reduced based on the economic and distribution interests of minority
holders to account for the ownership, directly or indirectly, by Persons other than the Parent Guarantor or a Subsidiary of the
Parent Guarantor of Equity Interests in such Qualified Non-Wholly Owned Subsidiary.


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


“Voting Stock” means, with
respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies,
entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right
so to vote has been suspended by the happening of such a contingency.


1.02         
Other Interpretive Provisions.


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


(a)               
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization
Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented
or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any
other Loan Document), (ii) any reference herein to any Person shall be construed to include such 



    	-26-



    	 



    

Person’s successors and
assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words
of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to
any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear,
(v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting
such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended,
modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.


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


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


1.03         
Accounting Terms.


(a)               
Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in
a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.


(b)              
Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement
set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP.


1.04         
Rounding.


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



    	-27-



    	 



    

carrying
the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down
to the nearest number (with a rounding-up if there is no nearest number).


1.05         
Times of Day.


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


ARTICLE
II

THE COMMITMENTS AND LOANS


2.01         
Loans.


Subject to the terms and conditions hereof,
on the Closing Date, each Lender severally and not jointly agrees to make a Loan to the Borrower in an amount equal to such Lender’s
Commitment as of the Closing Date. Any additional Loans made as a result of any increase in the Aggregate Commitments pursuant
to Section 2.14 shall be made on the applicable Increase Effective Date and each Lender which elects to increase its Commitment
pursuant to Section 2.14 severally and not jointly agrees to make a Loan to the Borrower in an amount equal to (a) with respect
to any existing Lender, the amount by which such Lender’s Commitment was increased on the applicable Increase Effective Date
and (b) with respect to any Additional Lender, the amount of such Additional Lender’s Commitment. Any amount of the Loans
that is repaid may not be reborrowed. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.


2.02         
Borrowings, Conversions and Continuations of Loans.


(a)               
Each borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall
be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice
must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date
of any borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base
Rate Loans and (ii) on the requested date of any borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant
to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each conversion to Base
Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether
telephonic or written) shall specify (i) whether the Borrower is requesting a borrowing of Loans, a conversion of Loans from
one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the borrowing, conversion or continuation,
as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued,
(iv) the Type of Loans to be borrowed or to which existing Loans are to be 



    	-28-



    	 



    

converted, and (v) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails
to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base
Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then
in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a borrowing of, conversion to, or continuation
of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified
an Interest Period of one month.


(b)              
If no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a borrowing
hereunder, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at
the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon
satisfaction of the applicable conditions set forth in Section 4.02 (and, if such borrowing is the initial borrowing
hereunder on the Closing Date, Section 4.01), the Administrative Agent shall make all funds so received available to
the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books
of KeyBank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Borrower.


(c)               
Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest
Period for such Eurodollar Rate Loan. During the existence and continuance of a Default, no Loans may be converted to or continued
as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the
then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.


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


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


2.03         
Intentionally Omitted.



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2.04         
Prepayments.


The Borrower may, upon notice to the Administrative
Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any
date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment
of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case,
if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment
and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The
Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s
Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar
Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant
to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders
in accordance with their respective Applicable Percentages.


2.05         
Intentionally Omitted.


2.06         
Repayment of Loans.


The Borrower shall repay to the Lenders on
the Maturity Date the aggregate principal amount of Loans outstanding on such date.


2.07         
Interest.


(a)           Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable
Rate and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate plus the Applicable Rate.


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


(ii)              
If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without
regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter
bear interest at a fluctuating interest rate per



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annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws.


(iii)            
Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal
amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.


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


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


2.08         
Fees.


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


2.09         
Computation of Interest and Fees.


All computations of interest for Base Rate
Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of
a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the
basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan,
or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same
day on which it is made shall, subject to Section 2.11(a), bear interest for one day. Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


2.10         
Evidence of Debt.


The Loans made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.
The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive evidence, absent manifest error,
of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record
or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount
owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and
the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any Lender made 



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through the Administrative Agent, the
Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s
Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type
(if applicable), amount and maturity of its Loans and payments with respect thereto.


2.11         
Payments Generally; Administrative Agent’s Clawback.


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


(b)              
(i)Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any borrowing of Eurodollar Rate Loans (or, in the case of any borrowing of
Base Rate Loans, prior to 12:00 noon on the date of such borrowing) that such Lender will not make available to the Administrative
Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 (or, in the case of a borrowing of Base Rate Loans, that such Lender has
made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of
the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to
pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and
a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case
of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall
pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit
to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the 



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applicable
borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing.
Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed
to make such payment to the Administrative Agent.


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


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


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


(d)              
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant
to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan or to make any payment under
Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation
to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or to make its
payment under Section 10.04(c).


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



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2.12         
Sharing of Payments by Lenders.


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


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


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


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


2.13         
Extension of Maturity Date.


(a)               
The Borrower shall have the right and option to extend the Initial Maturity Date to January 31, 2020, upon satisfaction
of the following conditions precedent, which must be satisfied prior to the effectiveness of any extension of the then applicable
Maturity Date:


(i)                
Extension Request. The Borrower shall deliver written notice of such request (the “Extension Request”)
to the Administrative Agent not earlier than the date which is one hundred eighty (180) days and not later than the date which
is ninety (90) days prior to the then applicable Maturity Date.


(ii)              
Payment of Extension Fee. The Borrower shall pay to the Administrative Agent for the pro rata accounts of the Lenders
in accordance with their respective Commitments an extension fee in an amount equal to ten (10) basis points on the Aggregate Commitment
in effect on the then applicable Maturity Date, which fee shall, when paid, be fully earned and non-refundable under any circumstances.



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(iii)            
No Default. On the date the Extension Request is given and on the then applicable Maturity Date there shall exist
no Default or Event of Default.


(iv)            
Representations and Warranties. The representations and warranties contained in Article V and the other
Loan Documents are true and correct in all material respects on and as of the then applicable Maturity Date, except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all
material respects as of such earlier date, and except that for purposes of this Section 2.13, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.


(b)              
Provided that Borrower has duly exercised its option to extend the Initial Maturity Date in accordance with the terms and
conditions set forth in Section 2.13(a) above, Borrower shall have the one-time right and option to further extend the Maturity
Date to January 31, 2021, upon further satisfaction of the conditions precedent set forth in Section 2.13(a)(i)-(iv) above,
which must be satisfied prior to the effectiveness of any additional extension of the Maturity Date.


2.14         
Increase in Commitments.


(a)               
Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent
(which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments
by an amount (for all such requests) not exceeding $200,000,000; provided that (i) any such request for an increase shall
be in a minimum amount of $25,000,000, and (ii) the Borrower may make a maximum of two such requests. The Borrower may, with the
approval of the Administrative Agent, also invite additional prospective lenders to provide all or any portion of any requested
increase. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time
period within which each Lender or prospective lender is requested to respond (which shall in no event be less than ten Business
Days from the date of delivery of such notice to the Lenders or such prospective lenders).


(b)              
Lender Elections to Increase.


(i)                
Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment
and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any
Lender not responding within such time period shall be deemed to have declined to increase its Commitment.


(ii)              
Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any
portion of the requested increase in the Aggregate Commitments and, if so, by what amount. Any prospective lender not responding
within such time period shall be deemed to



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 have declined to fund any portion of the requested increase in the Aggregate Commitments.


(c)               
Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall promptly notify the Borrower
and each Lender of the Lenders’ and prospective lenders’ responses to each request made hereunder. To achieve the full
amount of a requested increase and subject to the approval of the Administrative Agent (which approval shall not be unreasonably
withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form
and substance satisfactory to the Administrative Agent and its counsel. If any prospective lender agrees to fund any portion of
the requested increase in the Aggregate Commitments (an “Additional Lender”), such Additional Lender shall become
a Lender hereunder pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.


(d)              
Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Administrative
Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation
of such increase (which, for any existing Lender participating in such increase, need not be ratable in accordance with their respective
Commitments prior to such increase). The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation
of such increase and the Increase Effective Date.


(e)               
Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall (i) pay any
upfront or other fees agreed by the Borrower in connection with such increase and (ii) deliver to the Administrative Agent a certificate
of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender, including any Additional Lender)
signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving
or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase,
(A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in
all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except
that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively,
of Section 6.01, and (B) no Default or Event of Default exists.


(f)               
Conflicting Provisions. This Section shall supersede any provisions in Section 2.12 or 10.01 to
the contrary.


2.15         
Intentionally Omitted.



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2.16         
Defaulting Lenders.


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


(i)                
Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in Section 10.01.


(ii)              
Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII
or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08),
shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any
amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as
no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative
Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that
Defaulting Lender to fund Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of
any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting
Lender’s breach of its obligations under this Agreement; fifth, 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 that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and
sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate
share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived,
such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied
to the payment of any Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.16(a)(ii) shall
be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


(b)              
Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing in their respective sole discretion
that a Defaulting Lender should no longer be deemed to be a Defaulting Lender (or if a Defaulting Lender takes such action necessary
so that it would no longer be characterized as a Defaulting Lender), the



    	-37-



    	 



    

 Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will,
to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative
Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable
Percentages, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.


ARTICLE
III

TAXES, YIELD PROTECTION AND ILLEGALITY


3.01         
Taxes.


(a)               
Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


(i)                
Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall
to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however,
applicable Laws require any Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or
deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, upon the
basis of the information and documentation to be delivered pursuant to subsection (e) below.


(ii)              
If the Loan Parties or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including
both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall
withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation
it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted
to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is
made on account of Indemnified Taxes or Other Taxes, the sum payable by the Loan Parties shall be increased as necessary so that
after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent or any Lender, as the case may be, receives an amount equal to the sum it would have
received had no such withholding or deduction been made.



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(b)              
Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties
shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws.


(c)               
Tax Indemnification.


(i)                
Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby, indemnify the Administrative
Agent or each Lender, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative
Agent, or such Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The
Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten
days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent
as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the
Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of
a Lender, shall be conclusive absent manifest error.


(ii)              
Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Loan Parties
and the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, against any and
all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and
disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the
Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the
inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative
Agent pursuant to subsection (e). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts
at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent
under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative
Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all Obligations.


(d)              
Evidence of Payments. Upon request by any Loan Party or the Administrative Agent, as the case may be, after any payment
of Taxes by such Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01,
such Loan Party shall deliver to the Administrative Agent or the 



    	-39-



    	 



    

Administrative Agent shall deliver to such Loan Party, as the
case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy
of any return required by Law to report such payment or other evidence of such payment reasonably satisfactory to such Loan Party
or the Administrative Agent, as the case may be.


(e)               
Status of Lenders; Tax Documentation.


(i)                
Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable
Laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information
as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder
or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C)
such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to
be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding
tax purposes in the applicable jurisdiction.


(ii)              
Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,


(A)            
any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver
to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation
or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding
or information reporting requirements; and


(B)             
each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding
tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:


(I)               
executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States is a party,



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(II)            
executed originals of Internal Revenue Service Form W-8ECI,


(III)         
executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,


(IV)         
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 to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A)
of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code,
or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals
of Internal Revenue Service Form W-8BEN, or


(V)            
executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction
in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws
to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.


(iii)            
Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous
to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any
withholding or deduction for taxes from amounts payable to such Lender.


(iv)            
Without limitation of clauses (i)-(iii) of this Section 3.1(e), if a payment made to a Lender under any Loan Document would
be subject to United States federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable
reporting and document provision requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and
at such time or times reasonably requested by either, 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 and/or the Administrative
Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine
that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount
to deduct and withhold from such payment.



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(f)               
Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have
any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of
Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent or any Lender determines,
in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Loan
Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section, it shall pay to such Loan Party
an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party
under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred
by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Administrative Agent
or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority other than any penalties that are due to the gross negligence or willful misconduct of the
Administrative Agent or any Lender receiving such payment) to the Administrative Agent or such Lender in the event the Administrative
Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes
that it deems confidential) to the Borrower or any other Person.


3.02         
Illegality.


If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge
interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority
of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by
such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar
Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality
of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate
component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality,
be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until
such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base
Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference
to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not 



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lawfully continue
to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest
rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate
applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised
in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar
Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.


3.03         
Inability to Determine Rates.


If the Required Lenders determine that for
any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar
deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period
of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or
(c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and
fairly reflect the cost to such Lenders of funding such Loan, then the Administrative Agent will promptly so notify the Borrower
and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and
(y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base
Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower
may revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will
be deemed to have converted such request into a request for a borrowing or conversion to Base Rate Loans in the amount specified
therein.


3.04         
Increased Costs; Reserves on Eurodollar Rate Loans.


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


(i)                
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve
requirement contemplated by Section 3.04(e));


(ii)              
subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any participation in any Eurodollar
Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes
or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable
by such Lender); or


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



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


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


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


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


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



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Date,
such additional interest shall be due and payable 10 days from receipt of such notice.


3.05         
Compensation for Losses.


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


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


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


(c)               
any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of
a request by the Borrower pursuant to Section 10.13;


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


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


3.06         
Mitigation Obligations; Replacement of Lenders.


(a)               
Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or
the Borrower is required to pay any additional amount to any Lender any Governmental Authority for the account of any Lender pursuant
to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable
efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be,
in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case,
would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous
to such Lender. The Borrower hereby agrees to 



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pay all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


(b)              
Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any Loan Party
is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.


3.07         
Survival.


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


ARTICLE
IV

CONDITIONS PRECEDENT TO EFFECTIVENESS AND LOANS


4.01         
Conditions of Effectiveness.


This Agreement shall be effective upon satisfaction
of the following conditions precedent:


(a)               
Loan Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan
Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each
Lender.


(b)              
Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory
to the Administrative Agent.


(c)               
No Material Adverse Change. There shall not have occurred a material adverse change since December 31, 2014 in the
business, assets, operations or financial condition of the Parent Guarantors and its Subsidiaries, taken as a whole, or in the
facts and information regarding such entities as represented to date.


(d)              
Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, in form and substance
reasonably satisfactory to the Administrative Agent:


(i)                
copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate
Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified
by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date;


(ii)              
such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers
of each Loan Party as 



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the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which
such Loan Party is a party; and


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


(e)               
Due Diligence. The Administrative Agent and the Lenders shall have completed all due diligence with respect to the
Parent Guarantors and its Subsidiaries, which due diligence shall be satisfactory to the Administrative Agent and the Lenders in
their sole discretion.


(f)               
Insurance. The Administrative Agent shall have received evidence that all insurance required to be maintained by
the Parent Guarantor and its Subsidiaries pursuant to the Loan Documents has been obtained and is in full force and effect.


(g)               
Litigation. There shall not exist any action, suit, investigation or proceeding, pending or threatened in writing,
in any court or before any arbitrator or Governmental Authority that purports to affect the Parent Guarantors and its Subsidiaries
in a materially adverse manner or any transaction contemplated hereby, or that could reasonably be expected to have a Material
Adverse Effect on the Parent Guarantors and its Subsidiaries or any transaction contemplated hereby or on the ability of the Parent
Guarantors and its Subsidiaries to perform their obligations under the Loan Documents.


(h)               
Closing Certificate. The Administrative Agent shall have received a certificate executed by a Responsible Officer
of the Borrower as to such matters as reasonably requested, including certifying that the conditions specified in Sections 4.02(a)
and (b) have been satisfied and a pro forma calculation of the financial covenants as of June 30, 2015.


(i)                
Fees. Receipt by the Administrative Agent, the Arrangers and the Lenders of any fees required to be paid by the Loan
Parties on or before the Closing Date.


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


Without limiting the generality of the provisions
of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or 



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accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


4.02         
Conditions to all Loans.


The obligation of each Lender to honor any
Loan Notice (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar
Rate Loans) is subject to the following conditions precedent:


(a)               
The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other
Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall
be true and correct in all material respects on and as of the date of the making of such Loan, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as
of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained
in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection
(a) of Section 6.01.


(b)              
No Default or Event of Default shall exist or would result from such proposed Loan or from the application of the proceeds
thereof.


(c)               
To the best knowledge of the Borrower, after giving effect to such proposed Loan, the Parent Guarantor and its Subsidiaries
are in compliance with the financial covenants in Section 7.10 as of the date of such Loan.


(d)              
The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof.


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


ARTICLE
V

REPRESENTATIONS AND WARRANTIES


The Loan Parties represent and warrant to
the Administrative Agent and the Lenders that:


5.01         
Existence, Qualification and Power; REIT Status.


(a)               
Each Loan Party and UAP Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii)
execute, deliver and perform its 



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obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is
licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c),
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.


(b)              
The Parent Guarantor has taken such action as is necessary to elect to be (and qualify as) a real estate investment trust
under Sections 856 through 860 (or other applicable provisions) of the Code commencing with its taxable year ended December 31,
2010.


5.02         
Authorization; No Contravention.


The execution, delivery and performance by
each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made
under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person
or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to
which such Person or its property is subject; or (c) violate any Law.


5.03         
Governmental Authorization; Other Consents.


No approval, consent, exemption, authorization,
or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document,
except for those that have been obtained, taken or made, as the case may be, and those specified herein.


5.04         
Binding Effect.


This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This
Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of
such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms except as enforcement may
be limited by Debtor Relief Laws or general equitable principles relating to or limiting creditors’ rights generally.


5.05         
Financial Statements; No Material Adverse Effect.


(a)               
The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Parent Guarantor and its
Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material 



    	-49-



    	 



    

indebtedness
and other liabilities, direct or contingent, of the Parent Guarantor and its Subsidiaries as of the date thereof, in accordance
with GAAP, including liabilities for taxes, material commitments and Indebtedness.


(b)              
The unaudited consolidated balance sheet of the Parent Guarantor and its Subsidiaries dated June 30, 2015, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that
date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the financial condition of the Parent Guarantor and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the
absence of footnotes and to normal year-end audit adjustments.


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


5.06         
Litigation.


There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated,
at law, in equity, in arbitration or before any Governmental Authority, by or against the Parent Guarantor or any of its Subsidiaries
or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document,
or any of the transactions contemplated hereby, or (b) except as specifically set forth on Schedule 5.06 on the Closing Date, which
are not fully covered (subject to deductibles) by an insurance policy issued by a reputable and financially viable insurance company
that has not denied coverage, or to the extent not so covered, either individually or in the aggregate would reasonably be expected
to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Loan Party or
UAP Subsidiary, of the matters described in Schedule 5.06.


5.07         
No Default.


Neither any Loan Party nor any Subsidiary
thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation
of the transactions contemplated by this Agreement or any other Loan Document.


5.08         
Ownership of Property; Liens.


Each of the Parent Guarantor and each of its
Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Property Assets,
except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Set forth on Schedule 5.08 is a list of all Real Property Assets, as such schedule may be updated from time to time pursuant
to Section 6.02. The Property of the Parent Guarantor and its Subsidiaries is subject to no Liens, other than Liens
permitted by Section 7.01.



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5.09         
Environmental Compliance.


Except as would not cause a liability to the
Loan Parties and their Subsidiaries, individually or in the aggregate, in excess of the Threshold Amount:


(a)               
To the best knowledge of the Borrower, each of the facilities and real properties owned, leased or operated by any Loan
Party or any Subsidiary (the “Facilities”) and all operations at the Facilities are in compliance with all applicable
Environmental Laws, and there is no violation of any Environmental Law with respect to the Facilities or the businesses operated
by any Loan Party or any Subsidiary at such time (the “Businesses”), and there are no conditions relating to
the Facilities or the Businesses that could give rise to liability under any applicable Environmental Laws.


(b)               
To the best knowledge of the Borrower, none of the Facilities contains, or has previously contained, any Hazardous Materials
at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation of, or could give rise to
liability under, Environmental Laws.


(c)               
To the best knowledge of the Borrower, no Loan Party nor any Subsidiary has received any written or verbal notice of, or
inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor
does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is
being threatened.


(d)               
To the best knowledge of the Borrower, Hazardous Materials have not been transported or disposed of from the Facilities,
or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on
behalf of any Loan Party or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability
under, any applicable Environmental Law.


(e)               
To the best knowledge of the Borrower, no judicial proceeding or governmental or administrative action is pending or, to
the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which any Loan Party
or any Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative
orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to
any Loan Party, any Subsidiary, the Facilities or the Businesses.


(f)               
To the best knowledge of the Borrower, there has been no release or threat of release of Hazardous Materials at or from
the Facilities, or arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any
Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in
a manner that could give rise to liability under Environmental Laws.



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5.10         
Insurance.


The Property of the Parent Guarantor and its
Subsidiaries is insured with financially sound and reputable insurance companies not Affiliates of the Parent Guarantor, in such
amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and
owning similar properties in localities where the Parent Guarantor or the applicable Subsidiary operates.


5.11         
Taxes.


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


5.12         
ERISA Compliance.


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


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


(c)               
(i)No ERISA Event has occurred; (ii) the Parent Guarantor and each ERISA Affiliate has met all applicable requirements
under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension
Funding Rules has been applied for or obtained; (iii) neither the Parent Guarantor nor any ERISA Affiliate has incurred any liability
to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv)
neither the Parent Guarantor nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section
4212(c) of ERISA; and (v) 



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no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or
circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV
of ERISA to terminate any Pension Plan, in each case of clauses (i) through (v) above, that would result in liability, individually,
or in the aggregate, in excess of the Threshold Amount.


5.13         
Subsidiaries; Equity Interests.


Set forth on Schedule 5.13 is a complete and
accurate list of each Loan Party and each Subsidiary of any Loan Party, together with (a) jurisdiction of organization, (b) number
of shares of each class of Equity Interests outstanding, (c) number and percentage of outstanding shares of each class owned (directly
or indirectly) by any Loan Party or any Subsidiary, (d) U.S. taxpayer identification number and (e) an indication of whether such
Subsidiary is a Material Subsidiary. The Parent Guarantor has no equity Investments in any other Person other than those specifically
disclosed on Schedule 5.13, as such schedule may be updated from time to time pursuant to Section 6.02. The outstanding
Equity Interests owned by any Loan Party are validly issued, fully paid and non assessable and free of any Liens other than Non-Consensual
Liens.


5.14         
Margin Regulations; Investment Company Act.


(a)               
The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock. Following the application of the proceeds of the Loans, not more than 25% of the value of the assets
(either of the Borrower only or of the Parent Guarantor and its Subsidiaries on a consolidated basis) will be margin stock.


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


5.15         
Disclosure.


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



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5.16         
Compliance with Laws.


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


5.17         
Intellectual Property; Licenses, Etc.


The Parent Guarantor and its Subsidiaries
own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises,
licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for
the operation of their respective businesses, without conflict with the rights of any other Person, except, in each case, where
the failure to do so could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Loan Parties,
no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated
to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person except where such infringement
could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.06 on the Closing Date, no
claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and there has been no adverse
change in the status, or financial effect on any Loan Party, of the matters described in Schedule 5.06.


5.18         
Solvency.


Immediately after the execution of this Agreement,
(a) the Borrower is Solvent, and (b) the Loan Parties are Solvent on a consolidated basis.


5.19         
Labor Matters.


There are no collective bargaining agreements
or Multiemployer Plans covering the employees of the Loan Parties or any of their Subsidiaries as of the Closing Date and none
of the Loan Parties or their Subsidiaries (a) has suffered any strikes, walkouts, work stoppages or other material labor difficulty
within the last five years or (b) has knowledge of any potential or pending strike, walkout or work stoppage. No unfair labor practice
complaint is pending against any Loan Party or any of its Subsidiaries.



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ARTICLE
VI

AFFIRMATIVE COVENANTS


So long as any Lender shall have any Commitment
hereunder or any Loan or other Obligation hereunder (excluding contingent indemnification obligations to the extent no unsatisfied
claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


6.01         
Financial Statements.


Each of the Borrower and the Parent Guarantor
shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:


(a)               
as soon as available, but in any event within 90 days after the end of each fiscal year of the Parent Guarantor (or, if
earlier, the date filed with the SEC), a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end
of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity and
cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified
public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall
be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of such audit; and


(b)              
as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal
year of the Parent Guarantor (or, if earlier, the date filed with the SEC), a consolidated balance sheet of the Parent Guarantor
and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations, for such
fiscal quarter and for the portion of the Parent Guarantor’s fiscal year then ended, and the related consolidated statements
of changes in shareholders’ equity, and cash flows for the portion of the Parent Guarantor’s fiscal year then ended,
in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous
fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive
officer, chief financial officer, treasurer or controller of the Parent Guarantor as fairly presenting the financial condition,
results of operations, shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.


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



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6.02         
Certificates; Other Information.


Each Loan Party shall deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:


(a)               
concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (i)
a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller
of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic
communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) which
shall include, without limitation, calculation of the financial covenants set forth in Section 7.10 and Sections
7.02(g)(i) and (ii) and an update of Schedules 5.08 and 5.13, if applicable, and (ii) current operating statements and
rent rolls for each UAP Property;


(b)               
promptly after any request by the Administrative Agent, copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of directors), if any, of the Parent Guarantor by independent
accountants in connection with the accounts or books of the Parent Guarantor or any Subsidiary, or any audit of any of them;


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


(d)               
not later than 30 days after the beginning of each fiscal year of the Parent Guarantor, commencing with the fiscal year
beginning January 1, 2016, an annual business plan and budget of the Parent Guarantor and its Subsidiaries containing, among other
things, pro forma financial statements for each quarter of such fiscal year;


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


(f)               
promptly, such additional information regarding the business, financial or corporate affairs of the Parent Guarantor or
any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to
time reasonably request.


Documents required to be delivered pursuant
to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the




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date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s or the Parent Guarantor’s
website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower
shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and
provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative
Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in
any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and
each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


Each Loan Party hereby acknowledges that (a)
the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on
behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a
“Public Lender”) may have personnel who do not wish to receive material non-public information with respect
to the Parent Guarantor or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment
and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that (w) all
Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers
and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Loan
Parties or their securities for purposes of United States Federal and state securities laws (provided, however, that
to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
“Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not
designated “Public Side Information.” Notwithstanding the foregoing, the Loan Parties shall be under no obligation
to mark any Borrower Materials “PUBLIC.”


6.03         
Notices.


The Borrower shall promptly notify the Administrative
Agent (which shall notify each Lender):


(a)               
of the occurrence of any Default;



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


(c)               
of the occurrence of any ERISA Event;


(d)              
of the commencement of, or any material development in, any litigation or proceeding that, if adversely determined, would
reasonably be expected to result in a liability in excess of the Threshold Amount;


(e)               
of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary;


(f)               
upon becoming aware of a change in the Credit Rating given by a Rating Agency or any announcement that any rating is “under
review” or that any such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency.


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


6.04         
Payment of Obligations.


Each Loan Party shall, and shall cause each
of its Subsidiaries to, pay and discharge as the same shall become due and payable, all its material obligations and liabilities,
including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its Properties, unless the
same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with
GAAP are being maintained by the Borrower or such Subsidiary; (b) all material lawful claims which, if unpaid, would by law become
a Lien upon its Property other than Permitted Liens; and (c) all material Indebtedness, as and when due and payable, but subject
to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.


6.05         
Preservation of Existence, Etc.


Each Loan Party shall, and shall cause each
of its Subsidiaries to, preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws
of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that failure to do so could 



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not reasonably be expected to have a Material Adverse
Effect; and (c) preserve or renew all of its IP Rights, the non-preservation of which could reasonably be expected to have a Material
Adverse Effect.


6.06         
Maintenance of Property.


Each Loan Party shall, and shall cause each
of its Subsidiaries to, maintain, preserve and protect all of its UAP Properties and all other material Property and equipment
necessary in the operation of its business in good working order and condition, in each case, in a manner consistent with how such
Person maintained its UAP Properties and other material Property on the Closing Date, ordinary wear and tear excepted.


6.07         
Maintenance of Insurance.


Each Loan Party shall, and shall cause each
of its Subsidiaries to, maintain with financially sound and reputable insurance companies not Affiliates of the Parent Guarantor,
insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances
by such other Persons and provide prompt notice to the Administrative Agent following such Loan Party’s receipt from the
relevant insurer of any notice of termination, lapse or cancellation of such insurance.


6.08         
Compliance with Laws.


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


6.09         
Books and Records.


Each Loan Party shall, and shall cause each
of its Subsidiaries to, maintain proper books of record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower
or such Subsidiary, as the case may be.


6.10         
Inspection Rights.


Subject to the rights of tenants, each Loan
Party shall, and shall cause each of its Subsidiaries to, permit representatives and independent contractors of the Administrative
Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and
make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors and officers,
all at the expense of the Borrower and at such reasonable times during normal business hours, upon reasonable advance notice to
the Borrower; provided, however, that unless an Event of Default exists and is continuing such 



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inspections shall
occur no more frequently than once every six consecutive months; it being understood that during the existence and continuance
of an Event of Default, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice,
subject to the rights of tenants.


6.11         
Use of Proceeds.


The Borrower and the Parent Guarantor shall
use the proceeds of the Loans for general corporate purposes, including without limitation, acquisitions of Real Property Assets,
repurchases or redemptions of warrants, working capital and capital expenditures, in each case not in contravention of any Law
or of any Loan Document.


6.12         
Additional Guarantors.


The Borrower shall notify the Administrative
Agent at the time that any Person becomes a Material Subsidiary and shall simultaneously with such Person becoming a Material Subsidiary,
cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Joinder
Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative
Agent documents of the types referred to in Section 4.01(d) and favorable opinions of counsel to such Person (which
shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in
clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.


6.13         
REIT Status.


For the year ended December 31, 2011 and all times thereafter, the Parent Guarantor will, and will
cause each of its Subsidiaries to, operate its business at all times so as to satisfy all requirements necessary for the Parent
Guarantor to qualify and maintain its qualification as a real estate investment trust under Sections 856 through 860 (or other
applicable provisions) of the Code.


6.14         
Compliance With Material Contracts.


Each Loan Party shall, and shall cause each
of its Subsidiaries to, perform and observe all the terms and provisions of each Material Contract to be performed or observed
by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its
terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of
the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and
reports or for action as any Loan Party is entitled to make under such Material Contract.



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6.15         
Designation as Senior Debt.


Each Loan Party shall, and shall cause each
of its Subsidiaries to, ensure that all Obligations are designated as “Senior Indebtedness” of and are at least pari
passu with all unsecured debt of such Loan Party and each Subsidiary.


6.16         
Preparation of Environmental Reports.


The Borrower shall, at the reasonable request
of the Administrative Agent, during the existence and continuation of an Event of Default, provide to the Lenders, within 60 days
after such request, at the expense of the Borrower, the most recent environmental site assessment report for any of its Real Property
Assets obtained in the ordinary course of the Borrower’s business, indicating the presence or absence of Hazardous Materials
and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties;
provided that to the extent such environmental site assessment is more than twelve months old, the Administrative Agent
may request, at the Borrower’s expense, a new environmental site assessment report prepared by an environmental consulting
firm reasonably acceptable to the Administrative Agent.


6.17         
Public Company Status.


The Parent Guarantor shall take such action
as is necessary to (a) remain a public company subject to regulation by the SEC and (b) be listed on the NASDAQ or other national
stock exchange.


ARTICLE
VII

NEGATIVE COVENANTS


So long as any Lender shall have any Commitment
hereunder or any Loan or other Obligation hereunder (excluding contingent indemnification obligations to the extent no unsatisfied
claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:


7.01         
Liens.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following:


(a)               
Liens pursuant to any Loan Document;


(b)               
Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due and payable
or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with GAAP;


(c)               
statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed
by law or pursuant to



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 customary reservations or retentions of title arising in the ordinary course of business, provided
that such Liens secure only amounts not overdue for more than 30 days or are being contested in good faith by appropriate proceedings
for which adequate reserves determined in accordance with GAAP have been established;


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


(e)               
deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness not otherwise permitted
pursuant to Section 7.03), statutory obligations, surety and appeal bonds, performance bonds and other obligations
of a like nature incurred in the ordinary course of business;


(f)               
easements, rights-of-way, restrictions, restrictive covenants, encroachments, protrusions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract
from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable
Person;


(g)               
Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting
an Event of Default under Section 8.01(h);


(h)               
leases or subleases (and the rights of the tenants thereunder) granted to others not interfering in any material respect
with the business of any Loan Party or any Subsidiary;


(i)               
any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations
or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;


(j)               
Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a);


(k)              
normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;


(l)               
Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;


(m)             
Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided
that the property covered thereby is not materially changed; and


(n)              
other Liens incurred in connection with Consolidated Funded Indebtedness, including the Indebtedness evidenced by the Revolving
Credit Documents, as long as, after giving effect thereto, the Loan Parties are in compliance with the 



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financial covenants in Section 7.10,
on a pro forma basis as if such Lien had been incurred as of the last day of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 6.01 (or if such Lien exists as of the Closing Date, as of June 30,
2015); provided that (i) the Loan Parties and UAP Subsidiaries may not grant a Lien on any UAP Property or the Equity Interests
in any Subsidiary except in favor of the Lenders and, subject to clause (ii) of this proviso, the lenders under the Revolving Credit
Agreement and (ii) no Loan Party or UAP Subsidiary may grant any Lien on any of its property, assets or revenues in favor of the
lenders under the Revolving Credit Agreement to secure the Revolving Credit Obligations without effectively providing that all
Obligations shall be secured equally and ratably with such Revolving Credit Obligations pursuant to agreements in form and substance
reasonably satisfactory to the Administrative Agent.


7.02         
Investments.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, make any Investments, except:


(a)               
Investments held in the form of cash or Cash Equivalents;


(b)              
Investments in any Person that is a Loan Party prior to giving effect to such Investment;


(c)               
Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party;


(d)              
Investments consisting of (i) extensions of credit in the nature of the performance of bids, (ii) accounts receivable or
notes receivable arising from the grant of trade contracts and leases (other than credit) in the ordinary course of business, and
(iii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent
reasonably necessary in order to prevent or limit loss;


(e)               
Guarantees permitted by Section 7.03;


(f)               
Investments existing as of the Closing Date and set forth in Schedule 7.02; and


(g)              
other Investments; provided that, when included with Investments set forth on Schedule 7.02, (i) Investments
in unimproved land, in the aggregate at any one time outstanding, shall not exceed 5% of Total Asset Value and (ii) Investments
in all unimproved land holdings, non-income producing Real Property Assets, construction in progress, partnerships or joint ventures
and mortgage loans, in the aggregate at any one time outstanding, shall not exceed 25% of Total Asset Value.


Notwithstanding anything in this Section
7.02 to the contrary, no Loan Party shall permit a UAP Subsidiary to have any Investment, other than in its UAP Property and
cash or Cash Equivalents produced from the ownership of such UAP Property.



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7.03         
Indebtedness.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:


(a)               
Indebtedness under the Loan Documents;


(b)               
intercompany Indebtedness permitted under Section 7.02;


(c)               
obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are
(or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated
with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the
value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii)
such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party;


(d)               
without duplication, Guarantees by a Loan Party or any Subsidiary in respect of any Indebtedness otherwise permitted hereunder;


(e)               
Indebtedness set forth in Schedule 7.03 (and renewals, refinancing and extensions thereof), provided that the
amount of such Indebtedness is not increased at the time of such refinancing, renewal or extension except by an amount equal to
a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing
and by an amount equal to any existing commitments utilized thereunder (for purposes of clarity, it is understood that Funded Indebtedness
on Schedule 7.03 is included in calculating the financial covenants in Section 7.10); and


(f)               
other Funded Indebtedness (including (i) any portion of any renewal, financing, or extension of Indebtedness set forth in
Schedule 7.03 to the extent such portion does not meet the criteria set for the in the proviso of clause (e) above
and (ii) Indebtedness evidenced by the Revolving Credit Documents) as long as, after giving effect thereto, the Loan Parties are
in compliance with the financial covenants in Section 7.10, on a pro forma basis as if such Indebtedness had been incurred
as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01
(or if such Indebtedness exists as of the Closing Date, as of June 30, 2015).


Notwithstanding anything in this Agreement
to the contrary, no Loan Party shall permit any UAP Subsidiary to create, incur, assume or suffer to exist any Indebtedness except,
subject to compliance with Section 6.12, Indebtedness which would be included in Consolidated Unsecured Indebtedness.


7.04         
Fundamental Changes.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, merge, dissolve, liquidate or consolidate with or into another Person, except that so
long as no Default 



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exists or would result therefrom, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided
that the Borrower is the continuing or surviving Person, (b) the Parent Guarantor may merge or consolidate with any of its Subsidiaries
(other than the Borrower); provided that the Parent Guarantor is the continuing or surviving Person, (c) any Subsidiary
may merge or consolidate with any other Subsidiary; provided that such merger or consolidation shall not cause a Default
or Event of Default and provided further that if a Loan Party is a party to such transaction, such Loan Party is the surviving
Person (provided that if the Borrower is one of such Loan Parties, the Borrower shall be the surviving Person) and (d) any Subsidiary
that is not a Loan Party or a UAP Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution,
liquidation or winding up, as applicable, could not have a Material Adverse Effect. Notwithstanding the above, the Parent Guarantor
may, subject to the consent of the Administrative Agent (not to be unreasonably withheld), take such action as is necessary to
change its jurisdiction of organization to the State of Maryland, including by means of merger or consolidation with any wholly-owned
Subsidiary of the Parent Guarantor; provided that any such transaction shall be subject to documentation in form, content
and scope reasonably satisfactory to the Administrative Agent, including, without limitation, documentation necessary to join any
successor entity resulting from a merger or consolidation as the parent guarantor hereunder and any related organization documents,
resolutions and opinions related thereto.


7.05         
Dispositions.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except:


(a)               
Dispositions of obsolete or worn out Property, whether now owned or hereafter acquired, in the ordinary course of business;


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


(c)               
Dispositions of equipment or Property to the extent that (i) such Property is exchanged for credit against the purchase
price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase
price of such replacement Property; provided that if the Property disposed of is a UAP Property it is removed from the Unencumbered
Asset Pool Value.


(d)               
Dispositions of Property by any Subsidiary to a Loan Party or to a wholly-owned Subsidiary; provided that if the
transferor of such property is a Loan Party, the transferee thereof must be a Loan Party;


(e)               
Dispositions permitted by Section 7.04;


(f)               
Dispositions by the Parent Guarantor and its Subsidiaries not otherwise permitted under this Section 7.05; provided
that (i) at the time of such Disposition, no Default or Event of Default shall exist or would result from such Disposition, (ii)
after giving effect thereto, the Loan Parties are in compliance with the financial covenants in Section 7.10, on a
pro forma basis as if such Disposition had been incurred as of the last day of the most recent fiscal quarter for which financial
statements have been delivered 



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pursuant to Section 6.01 and (iii) the aggregate book value of all property Disposed
of in reliance on this clause (f), shall not exceed fifteen percent (15%) of Consolidated Total Asset Value for each fiscal year;


(g)              
Dispositions by the Parent Guarantor of any partnership interest in the Borrower that does not constitute Voting Stock (i)
to a Person upon the contribution by such Person of assets to the Borrower, or (ii) to employees of Borrower pursuant to equity
compensation programs in the ordinary course of business; and


(h)              
real estate leases entered into in the ordinary course of business.


Notwithstanding anything above, any Disposition
pursuant to clauses (a) through (f) shall be for fair market value.


7.06         
Change in Nature of Business.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, engage in any material line of business substantially different from those lines of
business conducted by the Parent Guarantor and its Subsidiaries on the date hereof or any business substantially related or incidental
thereto.


7.07         
Transactions with Affiliates.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, enter into any transaction of any kind with any officer, director or Affiliate of the
Parent Guarantor, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable
to such Loan Party or Subsidiary as would be obtainable by such Loan Party or Subsidiary at the time in a comparable arm’s
length transaction with a Person other than a director, officer or Affiliate; provided that the foregoing restriction shall
not apply to transactions between or among the Loan Parties.


7.08         
Burdensome Agreements.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, enter into any Contractual Obligation (other than this Agreement, any other Loan Document
or any Revolving Credit Document) that (a) limits the ability (i) of any Subsidiary to make dividend or distribution payments to
the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) of the Parent Guarantor
or any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Parent Guarantor or any Subsidiary to create, incur,
assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit
any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely
to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires
the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.



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7.09         
Use of Proceeds.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, use the proceeds of any Loan, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit
to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.


7.10         
Financial Covenants.


The Parent Guarantor shall not:


(a)               
Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth, as of the last day of any fiscal quarter
of the Parent Guarantor, to be less than the sum of (i) $850,000,000 plus (ii) an amount equal to 80% of the aggregate net cash
proceeds from the issuance and sale of Equity Interests of the Parent Guarantor after September 30, 2014.


(b)               
Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio, as of the last day
of any fiscal quarter of the Parent Guarantor, to be less than 1.50 to 1.00.


(c)               
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio (expressed as a percentage), as of the last day
of any fiscal quarter of the Parent Guarantor, to be greater than 60%; provided, however, that the Borrower may make a one-time
election by delivering written notice thereof to Administrative Agent upon which the Borrower may permit such ratio to be as high
as 65% for a period of up to two (2) consecutive fiscal quarters immediately following a Material Acquisition.


(d)               
Distribution Limitation. Permit the cash distributions made by the Parent Guarantor, as of the last day of any fiscal
quarter of the Parent Guarantor, for the four fiscal quarter period ending on such date, to exceed ninety-five percent (95%) of
Funds From Operations for such four fiscal quarter period (unless the Parent Guarantor provides evidence that a greater amount
is required for the Parent Guarantor to maintain real estate investment trust status).


(e)               
Consolidated Unencumbered Leverage Ratio. Permit the Consolidated Unencumbered Leverage Ratio (expressed as a percentage),
as of the last day of any fiscal quarter of the Parent Guarantor, to be greater than 60%; provided, however, that the Borrower
may make a one-time election by delivering written notice thereof to Administrative Agent upon which the Borrower may permit such
ratio to be as high as 65% for a period of up to two (2) consecutive fiscal quarters immediately following a Material Acquisition.


(f)               
Consolidated Secured Indebtedness. Permit the Consolidated Secured Indebtedness Ratio (expressed as a percentage),
as of the last day of any fiscal quarter of the Parent Guarantor, to be greater than 40%.



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(g)              
Consolidated Unencumbered Interest Coverage Ratio. Permit the Consolidated Unencumbered Interest Coverage Ratio,
as of the last day of any fiscal quarter of the Parent Guarantor, to be less than 1.75 to 1.00.


(h)              
Consolidated Secured Recourse Indebtedness. Permit the Consolidated Secured Recourse Indebtedness Ratio (expressed
as a percentage), as of the last day of any fiscal quarter of the Parent Guarantor, to be greater than 10%.


7.11         
Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly:


(a)               
Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders; provided that,
for avoidance of doubt, it is agreed that any change to the Organization Documents of the Parent Guarantor permitted by Section 7.04
shall be deemed not materially adverse to the Lenders.


(b)               
Make any material change in (i) accounting policies or reporting practices, except as required by GAAP, FASB, the SEC or
any other regulatory body, or (ii) its fiscal year.


(c)               
Without providing ten days prior written notice to the Administrative Agent, change its name, state of formation or form
of organization.


7.12         
Prepayments of Indebtedness.


No Loan Party shall, nor shall they permit
any Subsidiary to, directly or indirectly, if a Default exists and is continuing or would be caused thereby, prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination
terms of, any Indebtedness, except the prepayment of Loans in accordance with the terms of this Agreement.


7.13         
Stock Repurchases.


The Parent Guarantor shall not make any payment
(whether in cash, securities or other Property), including any sinking fund or similar deposit, for the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any of its Equity Interests or any option, warrant or other right to acquire
any such Equity Interest other than the repurchase or redemption of warrants (including in connection with the exchange or redemption
of warrants for common Equity Interests in the Parent Guarantor as contemplated by clause (v) of the definition of “Consolidated
EBITDA”) or stock in an aggregate amount not to exceed $100,000,000 during the term of this Agreement.



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ARTICLE
VIII

EVENTS OF DEFAULT AND REMEDIES


8.01         
Events of Default.


Any of the following shall constitute an Event
of Default:


(a)               
Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any
Loan, or (ii) within three days after the same becomes due, any interest on any Loan, or any fee due hereunder, or (iii) within
five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or


(b)               
Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement (i) contained in Section 6.05,
6.10, 6.11, 6.12 or 6.13 or Article VII, or any Guarantor fails to perform or observe any
term, covenant or agreement contained in the Guaranty or (ii) contained in Section 6.01, 6.02 or 6.03
and such failure continues for ten Business Days; or


(c)               
Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection
(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues unremedied
for 30 days after the earlier of notice from the Administrative Agent or the actual knowledge of a Responsible Officer of such
Loan Party; or


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


(e)               
Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise), after the expiration of any applicable grace period, in respect
of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate
principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined
or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders
of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required, and after the expiration of any applicable grace
period, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such



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 Indebtedness to be made, prior to its stated maturity, or
such Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract
an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as
to which the Parent Guarantor or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which the Parent Guarantor or any Subsidiary is an Affected Party (as so defined)
and, in either event, the Swap Termination Value owed by the Parent Guarantor or such Subsidiary as a result thereof is greater
than the Threshold Amount; or (iii) there occurs any “Event of Default” under and as defined in the Revolving Credit
Agreement; or


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


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


(h)              
Judgments. There is entered against a Loan Party or any Subsidiary (i) one or more final judgments or orders for
the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent
not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary
final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period
of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not
in effect; or


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



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


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


8.02         
Remedies Upon Event of Default.


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


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


(b)               
exercise on behalf of itself, the Lenders all rights and remedies available to it, the Lenders under the Loan Documents
or applicable Law;


provided, however, that upon the occurrence of
an actual or deemed entry of an order for relief with respect to a Loan Party or any Subsidiary under the Bankruptcy Code of the
United States, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically
become due and payable, without further act of the Administrative Agent or any Lender.


8.03         
Application of Funds.


After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15
and 2.16, be applied by the Administrative Agent in the following order:


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


Second, to payment of that portion
of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders
(including fees, charges and disbursements of counsel to the respective Lenders and 



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amounts payable under Article III),
ratably among them in proportion to the respective amounts described in this clause Second payable to them;


Third, to payment of that portion
of the Obligations constituting accrued and unpaid interest on the Loans and fees, premiums and scheduled periodic payments, and
any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate
of a Lender, to the extent such Swap Contract is permitted by Section 7.03(c), ratably among the Lenders (and, in the
case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held
by them;


Fourth, to (a) payment of that
portion of the Obligations constituting unpaid principal of the Loans, (b) payment of breakage, termination or other payments,
and any interest accrued thereon, due under any Swap Contract between any Loan Party or any Subsidiary and any Lender, or any Affiliate
of a Lender, to the extent such Swap Contract is permitted by Section 7.03(c) and (c) payments of amounts due under
any Treasury Management Agreement between any Loan Party or any Subsidiary and any Lender, or any Affiliate of a Lender, ratably
among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) in proportion
to the respective amounts described in this clause Fourth held by them; and


Last, the balance, if any, after
all of the Obligations have been paid in full (except contingent indemnification obligations for which a claim has not been made),
to the Borrower or as otherwise required by Law.


ARTICLE
IX

ADMINISTRATIVE AGENT


9.01         
Appointment and Authority.


Each of the Lenders hereby irrevocably appoints
KeyBank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are
solely for the benefit of the Administrative Agent and the Lenders, and neither the Parent Guarantor nor any other Loan Party shall
have rights as a third party beneficiary of any of such provisions other than with respect to Section 9.06.


9.02         
Rights as a Lender.


The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though
it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual
capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or 



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other Affiliate thereof
as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.


9.03         
Exculpatory Provisions.


The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality
of the foregoing, the Administrative Agent:


(a)               
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


(b)               
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable law; and


(c)               
shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated
to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


The Administrative Agent shall not be liable
for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence
or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until notice describing
such Default is given to the Administrative Agent by the Borrower or a Lender.


The Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of
any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent.



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9.04         
Reliance by Administrative Agent.


The Administrative Agent shall be entitled
to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that
by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory
to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making
of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.


9.05         
Delegation of Duties.


The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub
agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties
and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as
Administrative Agent.


9.06         
Resignation of Administrative Agent.


The Administrative Agent may at any time give
notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, with the consent of the Borrower (unless an Event of Default exists), to appoint a successor, which shall
be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders,
appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation
shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such
time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all
of the rights, powers, privileges and 



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duties of the retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties
in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative
Agent.


9.07         
Non-Reliance on Administrative Agent and Other Lenders.


Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.


9.08         
No Other Duties, Etc.


Anything herein to the contrary notwithstanding,
none of the Bookrunners, Arrangers other Persons listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or
a Lender hereunder.


9.09         
Administrative Agent May File Proofs of Claim.


In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise


(a)               
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders and the Administrative Agent under Sections 2.03(i) and (j), 2.08 and 10.04) allowed in
such judicial proceeding; and



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


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to
pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.08 and 10.04.


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


9.10         
Guaranty Matters.


(a)               
The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor
from its obligations under the Guaranty if (i)  such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder or (ii) in connection with a transaction permitted pursuant to Section 7.04.


(b)              
In addition, the Lenders irrevocably authorize the Administrative Agent to, and the Administrative Agent shall, release
any Material Subsidiary that is a Guarantor from its obligations under the Guaranty upon receipt by Administrative Agent of (i)
a certification from the Parent Guarantor that none of the Material Subsidiaries of the Parent Guarantor to be released from the
Guaranty have created, incurred, assumed or suffered to exist or are otherwise liable with respect to (whether as a borrower, co-borrower,
guarantor or otherwise) any Indebtedness (including without limitation under any Swap Contract), other than the Indebtedness under
the Loan Documents and the Revolving Credit Documents, and (ii) evidence that such Material Subsidiaries shall be simultaneously
released from the guaranty under the Revolving Credit Agreement. For the avoidance of doubt, this Section 9.10(b) shall
not permit or result in any release of Parent Guarantor from the Guaranty, or limit the provisions of Section 6.12.


Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under
the Guaranty pursuant to this Section 9.10.


ARTICLE
X

MISCELLANEOUS


10.01     
Amendments, Etc.


No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective



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 unless
in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by
the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, that


(a)               
no such amendment, waiver or consent shall:


(i)              
extend or increase the Commitment of a Lender without the written consent of such Lender whose Commitment is being extended
or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or
of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);


(ii)              
postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) without the written consent of each Lender entitled to receive such payment;


(iii)             
reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the second
to last paragraph to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document
without the written consent of each Lender entitled to receive such amount; provided, however, that only the consent
of the Required Lenders shall be necessary to (A) amend the definition of “Default Rate” or waive any obligation of
the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein)
even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;


(iv)             
change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the
written consent of each Lender directly affected thereby;


(v)              
change any provision of this Section 10.01(a) or the definition of “Required Lenders” or “Super
Majority Lenders” without the written consent of each Lender directly affected thereby; or


(vi)              
(A) other than a release of the existing Parent Guarantor, if applicable, in connection with a transaction permitted by
the last sentence of Section 7.04, release the Borrower or Parent Guarantor without the consent of each Lender, or
(B) except in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or
substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guarantied thereby,
except to the extent such release is permitted pursuant to Section 9.10 (in which case such release may be made by
the Administrative Agent acting alone).


(b)              
[Intentionally Omitted].



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(c)               
unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document.


(d)              
unless also signed by Super Majority Lenders, amend or waive Section 8.01(k) or the definition of Change of Control.


Notwithstanding anything to the contrary herein,
(i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto,
(ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and
each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous
consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use
cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.


Notwithstanding anything to the contrary herein,
no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders, the Super Majority Lenders, the Required Lenders or each
affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the
Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment
or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more
adversely than other affected Lenders shall require the consent of such Defaulting Lender.


10.02     
Notices; Effectiveness; Electronic Communication.


(a)               
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows,
and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:


(i)                
if to any Loan Party or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 10.02; and


(ii)              
if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its
Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).



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Notices and other communications sent
by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day
for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection
(b) below, shall be effective as provided in such subsection (b).


(b)              
Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has
notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The
Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular
notices or communications.


Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the
next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website address therefor.


(c)               
The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind
(whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of
Borrower Materials through the Internet, except 



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to the extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the
Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct
or actual damages).


(d)              
Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone
number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative
Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent
has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender
agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public
Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United
States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public
Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower
or its securities for purposes of United States Federal or state securities laws.


(e)               
Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such
notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties
shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses
and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All
telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent,
and each of the parties hereto hereby consents to such recording.


10.03     
No Waiver; Cumulative Remedies; Enforcement.


No failure by any Lender or the Administrative
Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.



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Notwithstanding anything to the contrary contained
herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents
against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with
such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02
for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative
Agent) hereunder and under the other Loan Documents, (b) [Intentionally Omitted], (c) any Lender from exercising setoff rights
in accordance with Section 10.08 (subject to the terms of Section 2.12) or (d) any Lender from filing proofs
of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under
any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent
hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding
proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.


10.04     
Expenses; Indemnity; Damage Waiver.


(a)               
Costs and Expenses. The Loan Parties shall pay (i) all reasonable out of pocket expenses incurred by the Administrative
Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in
connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) [intentionally omitted]
and (iii) all out of pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements
of any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A)
in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with
the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans.


(b)              
Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent
thereof) and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against
any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result
of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby
or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of
the transactions contemplated hereby or thereby, or, in 



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the case of the Administrative Agent (and any sub-agent thereof) and its
Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed
in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any
Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment
to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower
or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under
any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor
on such claim as determined by a court of competent jurisdiction.


(c)               
Reimbursement by Lenders. To the extent that the Loan Parties for any reason fails to indefeasibly pay any amount
required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or
any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)
or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent
(or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject
to the provisions of Section 2.11(d).


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



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(e)               
Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.


(f)               
Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement
of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.


10.05     
Payments Set Aside.


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


10.06     
Successors and Assigns.


(a)               
Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither
the Parent Guarantor nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder
without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any
of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or
assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment
or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to
the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of
each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.



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


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


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


(A)            
the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or
an Approved Fund; and


(B)             
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such




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assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.


(iv)            
Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however,
that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.


(v)              
No Assignment to Certain Persons. No such assignment shall be made (A) to a Loan Party or any of the Loan Party’s
Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.


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


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05, and 10.04 with respect to facts and 



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circumstances occurring prior to the effective date of such
assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section.


(c)               
Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at
the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation
of the names and addresses of the Lenders, and the Commitments of, and principal amounts 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 Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition,
the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of
any Lender as a Defaulting Lender. The Register shall be available for inspection by each of 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 or the Administrative
Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or the 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 Administrative Agent and the Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement.


Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other
modification described in the proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of
this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b)
of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.



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(e)               
Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01
or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower,
to comply with Section 3.01(e) 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 (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


10.07     
Treatment of Certain Information; Confidentiality.


Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its
Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors
and 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 any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process,
(d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or
any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual
or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations,
(g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result
of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates
on a nonconfidential basis from a source other than a Loan Party. For purposes of this Section, “Information” means
all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or
any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as
such Person would accord to its own confidential information.



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


10.08     
Right of Setoff.


If an Event of Default shall have occurred
and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time,
after obtaining prior consent from the Administrative Agent, to the fullest extent permitted by applicable law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account
of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter
existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party
may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such
deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such
right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application
in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to
such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates
may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application,
provided that the failure to give such notice shall not affect the validity of such setoff and application.


10.09     
Interest Rate Limitation.


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



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10.10     
Counterparts; Integration; Effectiveness.


This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when
it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of an originally executed counterpart
of this Agreement.


10.11     
Survival of Representations and Warranties.


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


10.12     
Severability.


If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor
in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision
in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting
the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this
Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative
Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.


10.13     
Replacement of Lenders.


If (i) any Lender requests compensation under
Section 3.04, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority
for the account of any Lender pursuant to Section 3.01, (iii) a Lender (a “Non-Consenting Lender”)
does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved
by the Required Lenders as provided in Section 10.01 but requires unanimous consent of all Lenders, the Super Majority
Lenders or all Lenders directly 



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affected thereby (as applicable) or (iv) any Lender is a Defaulting Lender or if any other circumstance
exists hereunder that gives the Borrower the right to replace a Lender party hereto, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of
its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided


(a)               
the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);


(b)              
such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts);


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


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


(e)               
in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change,
waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund
consents to the proposed change, waiver, discharge or termination.


provided, further, that the failure by such Lender
to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Lender and the mandatory
assignment of such Lender’s Commitments and outstanding Loans pursuant to this Section 10.13 shall nevertheless
be effective without the execution by such Lender of an Assignment and Assumption.


A Lender shall not be required to make any
such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.


10.14     
Governing Law; Jurisdiction; Etc.


(a)               
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


(b)              
SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, 



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FOR ITSELF
AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR IN SUCH FEDERAL
COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES
IN THE COURTS OF ANY JURISDICTION.


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


(d)              
SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY APPLICABLE LAW.


10.15     
Waiver of Jury Trial.


EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) 



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CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


10.16     
No Advisory or Fiduciary Responsibility.


In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document),
each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent and the Arrangers, are arm’s length commercial
transactions between such Loan Party and its Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the
other hand, (B) such Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) such Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of
the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arrangers each
is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been,
is not, and will not be acting as an advisor, agent or fiduciary for such Loan Party or any of its Affiliates, or any other Person
and (B) neither the Administrative Agent nor the Arrangers has any obligation to such Loan Party or any of its Affiliates with
respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents;
and (iii) the Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of such Loan Party and its Affiliates, and neither the Administrative Agent nor the
Arrangers has any obligation to disclose any of such interests to the Loan Party or its Affiliates. To the fullest extent permitted
by law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the
Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby.


10.17     
Electronic Execution of Assignments and Certain Other Documents.


The words “execution,” “signed,”
“signature” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof
(including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.



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10.18     
USA PATRIOT Act.


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


ARTICLE
XI

GUARANTY


11.01     
The Guaranty.


Each of the Guarantors hereby jointly and
severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement
with any Loan Party or any Subsidiary, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety,
the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration,
as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further
agree that if any of the Obligations are not paid in full when due (whether at stated maturity by acceleration or otherwise), the
Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of
any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether
at stated maturity by acceleration or otherwise) in accordance with the terms of such extension or renewal.


Notwithstanding any provision to the contrary
contained herein or in any other of the Loan Documents, Swap Contracts or Treasury Management Agreements, the obligations of each
Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that
would not render such obligations subject to avoidance under applicable Debtor Relief Laws.


11.02     
Obligations Unconditional.


The obligations of the Guarantors under Section 11.01
are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability
of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange
of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective
of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 11.02 that the obligations of the Guarantors 



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hereunder shall be absolute
and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation,
indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article XI
until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the
generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the
following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as
described above:


(a)              
at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any
of the Obligations shall be extended, or such performance or compliance shall be waived;


(b)              
any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations
shall be done or omitted;


(c)              
the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or
amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived
or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or
in part or otherwise dealt with;


(d)              
any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any
of the Obligations shall fail to attach or be perfected; or


(e)              
any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any
creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of
any Guarantor).


With respect to its obligations hereunder,
each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement
that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any
Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any
other guarantee of, or security for, any of the Obligations.


11.03     
Reinstatement.


The obligations of the Guarantors under this
Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of
any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether
as a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and
each other holder of the Obligations on demand for all reasonable costs and expenses (including, without limitation, the fees,
charges and disbursements of counsel) incurred by the Administrative Agent or such holder of the Obligations in connection with
such rescission or restoration, including any such costs and 



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expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.


11.04     
Certain Additional Waivers.


Each Guarantor agrees that such Guarantor
shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant
to Section 11.02 and through the exercise of rights of contribution pursuant to Section 11.06.


11.05     
Remedies.


The Guarantors agree that, to the fullest
extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other holders of the
Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 8.02
(and shall be deemed to have become automatically due and payable in the circumstances specified in said Section 8.02)
for purposes of Section 11.01 notwithstanding any stay, injunction or other prohibition preventing such declaration
(or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event
of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or
not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.


11.06     
Rights of Contribution.


The Guarantors agree among themselves that,
in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted
under applicable Law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such
Guarantors under the Loan Documents and no Guarantor shall exercise such rights of contribution until all Obligations have been
paid in full and the Commitments have terminated.


11.07     
Guarantee of Payment; Continuing Guarantee.


The guarantee in this Article XI
is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.


[remainder of this page intentionally left
blank]


 


 


 






    	-95-



    	 



    

 


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


BORROWER:


 





	 	RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware limited partnership
	 	 
	 	By: 	Retail Opportunity Investments GP, LLC, its general partner, a Delaware limited liability company
	 	 	 
	 	 	By:	 /s/ Michael B. Haines
	 	 	Name: 	Michael B. Haines
	 	 	Title: 	Chief Financial Officer



 


 


 


GUARANTOR:


 





	 	RETAIL OPPORTUNITY INVESTMENTS CORP., a Maryland corporation
	 	 	 
	 	By:	/s/ Michael B. Haines
	 	Name: 	Michael B. Haines
	 	Title: 	Chief Financial Officer



 


 






 
 


 









    	 



    	 



    




ADMINISTRATIVE AGENT:


	 	KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
	 	 	 
	 	By: 	/s/ James Komperda
	 	Name: 	James Komperda
	 	Title: 	Vice President










 
 


 


 


 














    	 



    	 



    




LENDERS:


 





	 	KEYBANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By: 	/s/ James Komperda
	 	Name: 	James Komperda
	 	Title: 	Vice President



 





 





	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By: 	/s/ Michael Paris
	 	Name: 	Michael Paris
	 	Title: 	Senior Vice President






 


 





	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By: 	/s/ Nicholas Zitelli
	 	Name:	Nicholas Zitelli
	 	Title: 	Senior Vice President



 






 


	 	BANK OF AMERICA, N.A., as a Lender
	 	 	 
	 	By: 	/s/ Denis Kwan
	 	Name	Denis Kwan
	 	Title: 	Vice President






 





 


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



 




    	 



    	 



    

 


	 	CITIBANK, N.A., as a Lender
	 	 	 
	 	By: 	/s/ Michael Chlopak
	 	Name: 	Michael Chlopak
	 	Title: 	Vice President



 





 





	 	CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By: 	/s/ David R. Jablonowski
	 	Name: 	David R. Jablonowski
	 	Title: 	Senior Vice President






 


 





	 	JPMORGAN CHASE BANK. N.A., as a Lender
	 	 	 
	 	By: 	/s/ Christian Lunt
	 	Name:	Christian Lunt
	 	Title: 	Vice President



 






 


	 	ROYAL BANK OF CANADA, as a Lender
	 	 	 
	 	By: 	/s/ Joshua Freedman
	 	Name	Joshua Freedman
	 	Title: 	Authorized Signatory






 





 


	 	REGIONS BANK, as a Lender
	 	 	 
	 	By: 	/s/ Kyle D. Upton
	 	Name	Kyle D. Upton
	 	Title: 	Vice President



 



    	 



    	 



    

 


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By: 	/s/ J. Derek Evans
	 	Name: 	J. Derek Evans
	 	Title: 	Senior Vice President



 


 





	 	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By: 	/s/ Frederick H. Denecke
	 	Name: 	Frederick H. Denecke
	 	Title: 	Senior Vice President






 






 
 






 
 


 


 





 











    	 



    	 



    

Schedule 1.01


Part A


 


 


	 	Property	Property Address	City	State	Zip Code
	 	 	 	 	 	 
	1	Aurora Square	15501 Westminster Way N	Shoreline	WA	98133
	2	Aurora Square II	15725 & 15801-15925 Westminster Way N	Shoreline	WA	98133
	3	Bay Plaza	1420-1430 E Plaza Blvd	National City	CA	91950
	4	Canyon Crossing	5602-5622 - 176th Street E	Puyallup	WA	98375
	5	Canyon Park Shopping Center	22627 State Route 527	Bothell	WA	98021
	6	Cascade Summit Town Square	21000-22400 Salamo Rd	West Linn	OR	97068
	7	Claremont Promenade	865 South Indian Hill Blvd	Claremont	CA	91711
	8	Country Club Gate	150 Country Club Gate Center	Pacific Grove	CA	93950
	9	Country Club Village	9100 - 9150 Alcosta Blvd	San Ramon	CA	94583
	10	Creekside Plaza	13409-13577 Poway Rd	Poway	CA	92064
	11	Crossroads Shopping Center	15600 NE 8th Street	Bellevue	WA	98008
	12	Cypress Center West	4005-4197 Ball Road	Cypress	CA	90630
	13	Desert Springs Marketplace	74-880 Country Club Dr	Palm Desert	CA	92260
	14	Diamond Bar Town Center	1100-1188 S Diamond Bar Blvd	Diamond Bar	CA	91765
	15	Divison Crossing	16353 SE Division St	Portland	OR	97236
	16	Euclid Plaza	901 Euclid Ave	National City	CA	91950
	17	Fallbrook Shopping Center	6633 Fallbrook Ave	West Hills	CA	91307
	18	Five Points Plaza	18501-18693 Main St	Huntington Beach	CA	92648
	19	Gateway Shopping Center	3947 - 116th Street NE	Marysville	WA	98271
	20	Gateway Village	3560-3660 Grand Ave	Chino Hills	CA	91709
	21	Gateway Village I	3660 Grand Ave	Chino Hills	CA	91709
	22	Gateway Village II	3626 Grand Ave	Chino Hills	CA	91709
	23	Glendora Shopping Center	103-157 W Alosta Ave	Glendora	CA	91740
	24	Granada Shopping Center	1803-1951 Holmes St	Livermore	CA	94550
	25	Green Valley Station	3000 Green Valley Rd	Cameron Park	CA	95682
	26	Halsey Crossing	1541 NE 181st Ave	Gresham	OR	97230
	27	Happy Valley Town Center	15639-15899 SE Sunnyside Rd	Happy Valley	OR	97086
	28	Harbor Place	13220 Harbor Blvd	Garden Grove	CA	92843
	29	Hawks Prairie Shopping Center	1243-1555 Marvin Road NE	Lacey	WA	98516
	30	Hawthorne Crossings	4240-4380 Kearny Mesa Rd	San Diego	CA	92111
	31	Heritage Market Center	6700 NE 162nd Ave	Vancouver	WA	98682



 



    	 



    	 



    




	32	Hillsboro Market Center	849-899 NE 25th Ave	Hillsboro	OR	97124
	33	Kress Building, The	1423 - 3rd Avenue	Seattle	WA	98101
	34	Lake Stevens, The Market at	8915-9009 Market Place NE	Lake Stevens	WA	98205
	35	Marketplace Del Rio	3742 Mission Ave	Oceanside	CA	92054
	36	Marlin Cove	1070 Foster City Blvd	Foster City	CA	94404
	37	Meridian Valley Plaza	13201-13304 SE 240th Street	Kent	WA	98042
	38	Mills Shopping Center	10347 Folsom Blvd	Rancho Cordova	CA	95670
	39	Morada Ranch	4255 E Morada Lane	Stockton	CA	95212
	40	North Park Plaza	1702-1712 Oakland Road	San Jose	CA	95131
	41	Norwood Shopping Center	4201 Norwood Ave	Sacramento	CA	95838
	42	Novato, The Village at	7514 Redwood Blvd	Novato	CA	94945
	43	Paramount Plaza	15713-15741 Downey Ave / 8433, 8455 Alondra	Paramount	CA	90723
	44	Peninsula Marketplace	19021-19125 Goldenwest St	Huntington Beach	CA	92648
	45	Pinole Vista Plaza	1500 Fitzgerald Dr	Pinole	CA	94564
	46	Plaza de La Canada	635-663 Foothill Blvd	La Canada Flintridge	CA	91011
	47	Pleasant Hill Marketplace	3250 Buskirk Ave	Pleasant Hill	CA	94523
	48	Redondo Beach Plaza	4001 Inglewood Ave	Redondo Beach	CA	90278
	49	Renaissance Towne Centre	8895-8935 Towne Centre Dr	San Diego	CA	92122
	50	Robinwood Shopping Center	19121-19181 Willamette Drive	West Linn	OR	97068
	51	Round Hill Square Shopping Center	212 Elk Points Rd	Zephyr Cove	NV	89448
	52	Santa Ana Downtown Plaza	301-431 E First Street	Santa Ana	CA	92701
	53	Seabridge Marketplace	1111-1267 S Victoria Ave	Oxnard	CA	93035
	54	Sycamore Creek	11762-11950 De Palma Rd	Corona	CA	92883
	55	Tigard Marketplace	13500-13600 SW Pacific Hwy	Tigard	OR	97223
	56	Vancouver Market Center	5000 East Fourth Plain Blvd	Vancouver	WA	98661
	57	Wilsonville Old Town Square	30340 SW Boones Ferry Rd	Wilsonville	OR	97070


 


••Currently not included in UAP due to occupancy. Should return
to UAP be end of Q3.


 


Schedule 1.01


Part B


 


	 	Property	Property Address	City	State	Zip Code
	1	Gateway Centre	21001 San Ramon Valley Blvd	San Ramon	CA	94583
	2	Jackson Square	215-261 West Jackson Street	Hayward	CA	94544
	3	Mission Foothill Marketplace	28715-28841 Los Alisos Blvd	Mission Viejo	CA	92692
	4	Moorpark Town Center	101 W Los Angeles Ave	Moorpark	CA	93021



 



    	 



    	 



    




	5	Ontario Plaza	920-1070 N Mountain Ave	Ontario	CA	91762
	6	Park Oaks Shopping Center	1640 Moorpark Road	Thousand Oaks	CA	91360
	7	Sunnyside Village Square	14800 SE Sunnyside Rd	Clackamas	OR	97015
	8	Tigard Promenade	15410-15600 SW Pacific Hwy	Tigard	OR	97224
	9	Wilsonville Town Center	8229-8275 SW Wilsonville Road	Wilsonville	OR	97070
	10	Winston Manor	113-141 Hickey Blvd	So San Francisco	CA	94080


 


 


 


 


 



    	 



    	 



    




Schedule 2.01


COMMITMENTS AND APPLICABLE PERCENTAGES 


 


	 	 	 
	Lender	Commitment	Applicable Percentage of Commitment
	KeyBank National Association	$25,000,000.00	8.333333333%
	U.S. Bank National Association	$25,000,000.00	8.333333333%
	PNC Bank, National Association	$25,000,000.00	8.333333333%
	Bank of America, N.A.	$25,000,000.00	8.333333333%
	Bank of Montreal – Chicago Branch	$25,000,000.00	8.333333333%
	Citibank, N.A.	$25,000,000.00	8.333333333%
	JPMorgan Chase Bank, N.A.	$25,000,000.00	8.333333333%
	Royal Bank of Canada	$25,000,000.00	8.333333333%
	Regions Bank	$25,000,000.00	8.333333333%
	Wells Fargo Bank, National Association	$25,000,000.00	8.333333333%
	Capital One, National Association	$25,000,000.00	8.333333333%
	TOTAL	$300,000,000.00	100.000000000%


 


 



    	 



    	 



    




Schedule 5.06


 


	
        Retail Opportunity Investments Corp.

        Litigation
	 


 


No Material Litigation


 


 


 


 



    	 



    	 



    




Schedule 5.08


 


	 	Property	Property Address	City	State	Zip Code
	 	 	 	 	 	 
	1	Aurora Square	15501 Westminster Way N	Shoreline	WA	98133
	2	Aurora Square II	15725 & 15801-15925 Westminster Way N	Shoreline	WA	98133
	3	Bay Plaza	1420-1430 E Plaza Blvd	National City	CA	91950
	4	Bernardo Heights Plaza	15727-15731 Bernardo Heights Pkwy	San Diego	CA	92128
	5	Canyon Crossing	5602-5622 - 176th Street E	Puyallup	WA	98375
	6	Canyon Park Shopping Center	22627 State Route 527	Bothell	WA	98021
	7	Cascade Summit Town Square	21000-22400 Salamo Rd	West Linn	OR	97068
	8	Claremont Promenade	865 South Indian Hill Blvd	Claremont	CA	91711
	9	Country Club Gate	150 Country Club Gate Center	Pacific Grove	CA	93950
	10	Country Club Village	9100 - 9150 Alcosta Blvd	San Ramon	CA	94583
	11	Creekside Plaza	13409-13577 Poway Rd	Poway	CA	92064
	12	Crossroads Shopping Center	15600 NE 8th Street	Bellevue	WA	98008
	13	Cypress Center West	4005-4197 Ball Road	Cypress	CA	90630
	14	Desert Springs Marketplace	74-880 Country Club Dr	Palm Desert	CA	92260
	15	Diamond Bar Town Center	1100-1188 S Diamond Bar Blvd	Diamond Bar	CA	91765
	16	Diamond Hills Plaza	2825 S Diamond Bar Blvd	Diamond Bar	CA	91765
	17	Divison Crossing	16353 SE Division St	Portland	OR	97236
	18	Euclid Plaza	901 Euclid Ave	National City	CA	91950
	19	Fallbrook Shopping Center	6633 Fallbrook Ave	West Hills	CA	91307
	20	Five Points Plaza	18501-18693 Main St	Huntington Beach	CA	92648
	21	Gateway Centre	21001 San Ramon Valley Blvd	San Ramon	CA	94583
	22	Gateway Shopping Center	3947 - 116th Street NE	Marysville	WA	98271
	23	Gateway Village	3560-3660 Grand Ave	Chino Hills	CA	91709
	 	Gateway Village I	3660 Grand Ave	Chino Hills	CA	91709
	 	Gateway Village II	3626 Grand Ave	Chino Hills	CA	91709
	 	Gateway Village III	3560 Grand Ave	Chino Hills	CA	91709
	24	Glendora Shopping Center	103-157 W Alosta Ave	Glendora	CA	91740
	25	Granada Shopping Center	1803-1951 Holmes St	Livermore	CA	94550
	26	Green Valley Station	3000 Green Valley Rd	Cameron Park	CA	95682
	27	Halsey Crossing	1541 NE 181st Ave	Gresham	OR	97230
	28	Happy Valley Town Center	15639-15899 SE Sunnyside Rd	Happy Valley	OR	97086
	29	Harbor Place	13220 Harbor Blvd	Garden Grove	CA	92843
	30	Hawks Prairie Shopping Center	1243-1555 Marvin Road NE	Lacey	WA	98516



 



    	 



    	 



    




	31	Hawthorne Crossings	4240-4380 Kearny Mesa Rd	San Diego	CA	92111
	32	Heritage Market Center	6700 NE 162nd Ave	Vancouver	WA	98682
	33	Hillsboro Market Center	849-899 NE 25th Ave	Hillsboro	OR	97124
	34	Jackson Square	215-261 West Jackson Street	Hayward	CA	94544
	35	Kress Building, The	1423 - 3rd Avenue	Seattle	WA	98101
	36	Lake Stevens, The Market at	8915-9009 Market Place NE	Lake Stevens	WA	98205
	37	Marketplace Del Rio	3742 Mission Ave	Oceanside	CA	92054
	38	Marlin Cove	1070 Foster City Blvd	Foster City	CA	94404
	39	Meridian Valley Plaza	13201-13304 SE 240th Street	Kent	WA	98042
	40	Mills Shopping Center	10347 Folsom Blvd	Rancho Cordova	CA	95670
	41	Mission Foothill Marketplace	28715-28841 Los Alisos Blvd	Mission Viejo	CA	92692
	42	Moorpark Town Center	101 W Los Angeles Ave	Moorpark	CA	93021
	43	Morada Ranch	4255 E Morada Lane	Stockton	CA	95212
	44	North Park Plaza	1702-1712 Oakland Road	San Jose	CA	95131
	45	Norwood Shopping Center	4201 Norwood Ave	Sacramento	CA	95838
	46	Novato, The Village at	7514 Redwood Blvd	Novato	CA	94945
	47	Ontario Plaza	920-1070 N Mountain Ave	Ontario	CA	91762
	48	Paramount Plaza	15713-15741 Downey Ave / 8433, 8455 Alondra	Paramount	CA	90723
	49	Park Oaks Shopping Center	1640 Moorpark Road	Thousand Oaks	CA	91360
	50	Peninsula Marketplace	19021-19125 Goldenwest St	Huntington Beach	CA	92648
	51	Pinole Vista Plaza	1500 Fitzgerald Dr	Pinole	CA	94564
	52	Plaza de La Canada	635-663 Foothill Blvd	La Canada Flintridge	CA	91011
	53	Pleasant Hill Marketplace	3250 Buskirk Ave	Pleasant Hill	CA	94523
	54	Redondo Beach Plaza	4001 Inglewood Ave	Redondo Beach	CA	90278
	55	Renaissance Towne Centre	8895-8935 Towne Centre Dr	San Diego	CA	92122
	56	Robinwood Shopping Center	19121-19181 Willamette Drive	West Linn	OR	97068
	57	Round Hill Square Shopping Center	212 Elk Points Rd	Zephyr Cove	NV	89448
	58	Santa Ana Downtown Plaza	301-431 E First Street	Santa Ana	CA	92701
	59	Santa Teresa Village	7160 Santa Teresa Blvd	San Jose	CA	95139
	60	Seabridge Marketplace	1111-1267 S Victoria Ave	Oxnard	CA	93035
	61	Sunnyside Village Square	14800 SE Sunnyside Rd	Clackamas	OR	97015
	62	Sycamore Creek	11762-11950 De Palma Rd	Corona	CA	92883
	63	Tigard Marketplace	13500-13600 SW Pacific Hwy	Tigard	OR	97223
	64	Tigard Promenade	15410-15600 SW Pacific Hwy	Tigard	OR	97224
	65	Vancouver Market Center	5000 East Fourth Plain Blvd	Vancouver	WA	98661
	66	Wilsonville Old Town Square	30340 SW Boones Ferry Rd	Wilsonville	OR	97070
	67	Wilsonville Town Center	8229-8275 SW Wilsonville Road	Wilsonville	OR	97070
	68	Winston Manor	113-141 Hickey Blvd	So San Francisco	CA	94080


 






    	 



    	 



    




 


	 	Property	Property Address	City	State	Zip Code
	1	Gateway Centre	21001 San Ramon Valley Blvd	San Ramon	CA	94583
	2	Jackson Square	215-261 West Jackson Street	Hayward	CA	94544
	3	Mission Foothill Marketplace	28715-28841 Los Alisos Blvd	Mission Viejo	CA	92692
	4	Moorpark Town Center	101 W Los Angeles Ave	Moorpark	CA	93021
	5	Ontario Plaza	920-1070 N Mountain Ave	Ontario	CA	91762
	6	Park Oaks Shopping Center	1640 Moorpark Road	Thousand Oaks	CA	91360
	7	Sunnyside Village Square	14800 SE Sunnyside Rd	Clackamas	OR	97015
	8	Tigard Promenade	15410-15600 SW Pacific Hwy	Tigard	OR	97224
	9	Wilsonville Town Center	8229-8275 SW Wilsonville Road	Wilsonville	OR	97070
	10	Winston Manor	113-141 Hickey Blvd	So San Francisco	CA	94080


 


 


 






    	 



    	 



    

 


Schedule 5.13


 


	 	 	 
	
        Retail Opportunity Investments Corp.    

        Schedule of Entities

        September 4, 2015
	 	Note: Assets designated in bold italics have not yet closed as of the date of this report












 


 





		Jurisdiction	Additional			 
	Entity 	of Org.	Qualification	Assets	 Owner  
	 	 	 	 	 	 
	 	GP	LP
	(% Interest)	(% Interest)
	Retail Opportunity Investments Corp.	MD	NY, OR, WA, CA	 	Shareholders
	Retail Opportunity Investments GP, LLC	DE	 	 	Retail Opportunity Investments Corp.
	Retail Opportunity Investments Partnership, LP	DE	CA, OR	 	Retail 	Retail
	Opportunity	Opportunity
	 Investments GP, 	Investments
	LLC (1%)	Corp. (99%)
	ROIC Washington, LLC	DE	WA	Vancouver Market Center, Crossroads 2nd Mortgage, Canyon Park Shopping Center, Hawks Prairie, Gateway Shopping Center, Aurora Square, Meridian Valley Plaza, The Market at Lake Stevens, Heritage Market Center, The Kress Building, Canyon Crossing, Aurora II	Retail Opportunity Investments Partnership, LP
	ROIC Oregon, LLC	DE	OR	Happy Valley Town Center, Wilsonville Old Town Square, Division Crossing, Halsey Crossing, Cascade Summit Town Square, Tigard Marketplace, Wilsonville, Sunnyside, Village Square, Tigard Promenade	Retail Opportunity Investments Partnership, LP
	ROIC California, LLC	DE	CA	Sycamore Creek, Marketplace Del Rio, Morada Ranch, Marlin Cove Shopping Center, The Village at Novato, Glendora Shopping Center, Bay Plaza, Norwood Center, Pleasant Hill Marketplace, Claremont Promenade, Desert Springs Marketplace, Mills Shopping Center, Green Valley Station, Seabridge Marketplace, Harbor Place Center, Diamond Hills Plaze, Hawthorne Crossing, Granada Shopping Center, Peninsula Marketplace, Country Club Village, Plaza de la Canada, Gateway Village I, Gateway Village II, North Park Plaza, Fallbrook Center, Moorepark Town Center, Mission Foothills Marketplace, Euclid Plaza, Country Club Gate, Ontario Plaza, Winston Manor, Jackson Square, Gateway Centre	Retail Opportunity Investments Partnership, LP
	ROIC STV, LLC	DE	CA	Santa Teresa Village	Retail Opportunity Investments Partnership, LP






 



    	 



    	 



    







	ROIC Santa Ana, LLC	DE	CA	Santa Ana Downtown Plaza	Retail Opportunity Investments Partnership, LP
	ROIC Pinole Vista, LLC	DE	CA	Pinole Vista Plaza	Retail Opportunity Investments Partnership, LP
	ROIC Hillsboro, LLC	DE	OR	Hillsboro Market Center	Retail Opportunity Investments Partnership, LP
	ROIC Paramount Plaza, LLC	DE	CA	Paramount Plaza	Retail Opportunity Investments Partnership, LP
	ROIC Phillips Ranch, LLC	DE	CA	 	Retail 	 
	Opportunity 	MCC
	Investments 	Realty III,
	Partnership, LP 	LLC (.03%)
	(99.97%)	 
	ROIC Phillips Ranch, TRS	DE	CA	Manisa Note	ROIC Phillips Ranch, LLC
	ROIC Cypress West, LLC	DE	CA	Cypress Center West	Retail Opportunity Investments Partnership, LP
	ROIC Zephyr Cove, LLC	DE	NV	Round Hill Square	Retail Opportunity Investments Partnership, LP
	ROIC Gateway III, LLC	DE	CA	Gateway Village III	ROIC Gateway Holding III, LLC
	ROIC Gateway Holding III, LLC	DE	CA	ROIC Gateway III, LLC	Retail Opportunity Investments Partnership, LP
	ROIC Crossroads GP, LLC	DE	 	100% of GP Interest in Terranomics Crossroads Associates	Retail Opportunity Investments Partnership, LP
	ROIC Crossroads LP, LLC	DE	 	100% of LP Interest in Terranomics Crossroads Associates	Retail Opportunity Investments Partnership, LP
	Terranomics Crossroads Associates, LP	CA	WA	The Crossroads	Terranomics 	Terranomics
	Crossroads 	Crossroads
	Associates GP 	Associates
	Interest	LP Interest
	SARM Five Points Plaza, LLC	WA	CA	Five Points Plaza	Retail Opportunity Investments Partnership, LP
	ROIC RTC, LLC	DE	CA	Renaissance Towne Center	ROIC RTC 	 
	Holding I, LLC 	ROIC RTC
	(50%) – 	Holding II,
	Managing 	LLC (50%)
	Member	 
	ROIC RTC Holding I, LLC	DE	CA	50% Interest in ROIC RTC, LLC	Retail Opportunity Investments Partnership, LP
	ROIC RTC Holding II, LLC	DE	 	50% Interest in ROIC RTC, LLC	Retail Opportunity Investments Partnership, LP
	ROIC DBTC, LLC	DE	CA	Diamond Bar Town Center	Retail Opportunity Investments Partnership, LP
	ROIC BHP, LLC	DE	CA	Bernardo Heights Plaza	ROIC BHP 	 
	Holding I, LLC 	ROIC BHP
	(50%) – 	Holding II,
	Managing 	LLC (50%)
	Member	 




























































    	 



    	 



    

 













	 	 	 	 	 	 
	ROIC BHP Holding I, LLC	DE	CA	50% Interest in ROIC BHP, LLC	Retail Opportunity Investments Partnership, LP
	ROIC BHP Holding II, LLC	DE	CA	50% Interest in ROIC BHP, LLC	Retail Opportunity Investments Partnership, LP
	ROIC Redondo Beach Plaza, LLC	DE	CA	Redondo Beach Plaza	Retail Opportunity Investments Partnership, LP
	ROIC Robinwood, LLC	DE	CA	Robinwood Shopping Center	Retail Opportunity Investments Partnership, LP
	ROIC Creekside Plaza, LLC	DE	CA	Creekside Plaza	Retail Opportunity Investments Partnership, LP
	ROIC Park Oaks, LLC	DE	CA	Park Oaks Shopping Center	Retail Opportunity Investments Partnership, LP
	ROIC Diamond Hills Plaza, LLC	DE	CA	Diamond Hills Plaza	Retail Opportunity Investments Partnership, LP







 


 





 



    	 



    	 



    










 


Schedule 7.01


 


	
        Retail Opportunity Investments Corp.    

        Liens
	 	 	 
	 	 	 	 
	 	Amount	 	Party to Transaction	 	 
	Mortgage Notes Payable	 	 	 	 	 
	 	 	 	 	 	 
	Gateway Village III	$7,218,000	 	ROIC Gateway III, LLC	 	 
	Bernardo Heights Plaza	$8,493,000	 	ROIC BHP, LLC	 	 
	Santa Teresa Village	$10,723,000	 	ROIC STV, LLC	 	 
	Diamond Hills Plaza	$35,500,000	 	ROIC Diamond Hills Plaza, LLC	 	 
	 	 	 	 	 	 


 


 






    	 



    	 



    


Schedule 7.02


 





	
        Retail Opportunity Investments Corp.    

        Investments
	 	 	 
	 	 	 	 
	 	Amount	 	Party to Transaction	 	 
	Investments in real property	 	 	 	 	 
	 	 	 	 	 	 
	Paramount Plaza	18,140,000	 	ROIC Paramount Plaza, LLC	 	 
	Santa Ana Downtown Plaza	17,250,000	 	ROIC Santa Ana, LLC	 	 
	Meridian Valley Plaza	7,146,235	 	ROIC Washington, LLC	 	 
	The Market at Lake Stevens	16,150,000	 	ROIC Washington, LLC	 	 
	Norwood Shopping Center	13,460,000	 	ROIC California, LLC	 	 
	Pleasant Hill Marketplace	13,650,000	 	ROIC California, LLC	 	 
	Vancouver Market Center	11,236,000	 	ROIC Washington, LLC	 	 
	Happy Valley Town Center	39,754,569	 	ROIC Oregon, LLC	 	 
	Wilsonville Old Town Square	19,384,962	 	ROIC Oregon, LLC	 	 
	Cascade Summit Town Square	17,113,569	 	ROIC Oregon, LLC	 	 
	Heritage Market Center	20,047,339	 	ROIC Washington, LLC	 	 
	Claremont Center	7,300,000	 	ROIC California, LLC	 	 
	Gateway Village I	10,837,612	 	ROIC California, LLC	 	 
	Gateway Village II	13,250,178	 	ROIC California, LLC	 	 
	Gateway Village III	9,912,210	 	ROIC Gateway III, LLC	 	 
	Sycamore Creek	17,250,000	 	ROIC California, LLC	 	 
	Pinole Vista	20,786,230	 	ROIC Pinole Vista, LLC	 	 
	Division Crossing	11,025,000	 	ROIC Oregon, LLC	 	 
	Halsey Crossing	7,025,000	 	ROIC Oregon, LLC	 	 
	Marketplace Del Rio	35,700,000	 	ROIC California, LLC	 	 
	Desert Springs Marketplace	28,145,651	 	ROIC California, LLC	 	 
	Mills Shopping Center	18,024,349	 	ROIC California, LLC	 	 
	Morada Ranch	23,750,000	 	ROIC California, LLC	 	 
	Renaissance Towne Center	23,800,000	 	ROIC RTC, LLC	 	 
	Country Club Gate	22,750,000	 	ROIC California, LLC	 	 
	Canyon Park	18,400,000	 	ROIC Washington, LLC	 	 
	Hawks Prairie Shopping Center	22,200,000	 	ROIC Washington, LLC	 	 
	The Kress Building	29,500,000	 	ROIC Washington, LLC	 	 
	Round Hill Square	22,000,000	 	ROIC Zephyr Cove, LLC	 	 
	Hillsboro Market Center	17,500,000	 	ROIC Hillsboro, LLC	 	 
	Gateway Shopping Center	31,600,000	 	ROIC Washington, LLC	 	 
	Euclid Plaza	15,900,000	 	ROIC California, LLC	 	 
	Aurora Square	4,192,000	 	ROIC Washington, LLC	 	 
	Marlin Cove Shopping Center	17,380,000	 	ROIC California, LLC	 	 
	Seabridge Marketplace	19,091,000	 	ROIC California, LLC	 	 
	Green Valley Station	8,370,000	 	ROIC California, LLC	 	 
	The Village at Novato	10,500,000	 	ROIC California, LLC	 	 
	Glendora Shopping Center	14,850,000	 	ROIC California, LLC	 	 
	Bay Plaza	21,600,000	 	ROIC California, LLC	 	 
	Santa Teresa Village	31,600,000	 	ROIC STV, LLC	 	 
	Cypress Center West	27,600,000	 	ROIC Cypress West, LLC	 	 
	Redondo Beach Plaza	30,750,000	 	ROIC Redondo Beach Plaza, LLC	 	 
	Harbor Place Center	27,750,000	 	ROIC California, LLC	 	 
	Bernardo Heights Plaza	12,400,000	 	ROIC BHP, LLC	 	 
	Diamond Bar Town Center	27,400,000	 	ROIC DBTC, LLC	 	 
	Canyon Crossing	35,000,000	 	ROIC Washington, LLC	 	 
	Diamond Hills Plaza	48,000,000	 	ROIC California, LLC	 	 
	Granada Shopping Center	17,500,000	 	ROIC California, LLC	 	 
	Hawthorne Crossings	41,500,000	 	ROIC California, LLC	 	 
	Robinwood Shopping Center	14,150,000	 	ROIC Robinwood, LLC	 	 
	Five Points Plaza	52,432,000	 	SARM Five Points Plaza, LLC	 	 
	Peninsula Marketplace	35,858,000	 	ROIC California, LLC	 	 
	Crossroads Shopping Center	87,112,000	 	Terranomics Crossroads Associates, LP	 	 
	Country Club Village-San Ramon	30,936,000	 	ROIC California, LLC	 	 
	Plaza de la Canada	34,808,000	 	ROIC California, LLC	 	 
	Creekside Plaza	43,975,000	 	ROIC Creekside Plaza, LLC	 	 
	Tigard Marketplace	25,125,000	 	ROIC Oregon, LLC	 	 
	North Park Plaza	27,750,000	 	ROIC California, LLC	 	 
	Aurora Square II	15,250,000	 	ROIC Washington, LLC	 	 
	Fallbrook Center	210,000,000	 	ROIC California, LLC	 	 
	Wilsonville Town Center	35,100,000	 	ROIC Oregon, LLC	 	 
	Moorpark Shopping Center	27,300,000	 	ROIC California, LLC	 	 
	Mission Foothill Marketplace	29,000,000	 	ROIC California, LLC	 	 
	Park Oaks Shopping Center	47,745,000	 	ROIC Park Oaks, LLC	 	 






    

     

    




	Ontario Plaza	31,000,000	 	ROIC California, LLC	 	 
	Winston Manor	20,500,000	 	ROIC California, LLC	 	 
	Gateway Centre	42,500,000	 	ROIC California, LLC	 	 
	Jackson Square	32,500,000	 	ROIC California , LLC	 	 
	Tigard Promenade	21,000,000	 	ROIC Oregon, LLC	 	 
	Sunnyside Village	17,500,000	 	ROIC Oregon, LLC	 	 







 



 






    	 



    	 



    

 


Schedule 7.03


 


 


	
        Retail Opportunity Investments Corp.    

        Indebtedness
	 	 	 	 	 
	 	 	 	 	 	 
	 	As of 30-Jun-15	 	Subsequent Events	 	At Closing	 	Party to Transaction
	Mortgage Notes Payable	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Gateway Village III	7,218,000	 	 	 	7,218,000	 	ROIC Gateway III, LLC
	Bernardo Heights Plaza	8,493,000	 	 	 	8,493,000	 	ROIC BHP, LLC
	Santa Teresa Village	10,723,000	 	 	 	10,723,000	 	ROIC STV, LLC
	Crossroads Shopping Center	48,145,000	 	 	 	 	 	N/A
	Diamond Hills Plaza	 	 	 	 	35,500,000	 	ROIC Diamond Hills Plaza, LLC
	 	 	 	 	 	 	 	 
	Letters of Credit	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Hillsboro Market Letter of Credit	150,000	 	 	 	150,000	 	Retail Opportunity Investments Partnership, LP
	 	 	 	 	 	 	 	 
	Senior Notes	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Senior Notes Due 2023	250,000,000	 	 	 	250,000,000	 	Retail Opportunity Investments Partnership, LP
	Senior Notes Due 2024	250,000,000	 	 	 	250,000,000	 	Retail Opportunity Investments Partnership, LP
	 	 	 	 	 	 	 	 
	Revolving Credit Facility	286,000,000	 	29,000,000	 	315,000,000	 	Retail Opportunity Investments Partnership, LP
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


 






    	 



    	 



    

 


Schedule 10.02


 


CERTAIN ADDRESSES FOR NOTICES


 


LOAN PARTIES:


 


8905 Towne Centre Drive, Suite #108


San Diego, CA 92122


Attention: Chief Financial Officer


Telephone: 858-677-0900


Telecopier: 858-408-3668


Electronic Mail: mhaines@roireit.net


 


- with a copy to -


 


Clifford Chance US LLP


31 West 52"d Street


New York, NY 10019


Attention: Jason P. Young, Esq.


Telephone: 212.878.8000


Telecopier: 212.878.8375


Electronic Mail: jason.young@cliffordchance.com


 


KEYBANK NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT AND L/C ISSUER:


 


Notices (including Payments and Requests for Extensions of Credit):


 


KeyBank National Association


1200 Abernathy Road


Suite 1550


Atlanta, GA 30328


Attention: Wolsley E. Grannum


Telephone: 770.510.2136


Telecopier: 770.510.2197


Electronic Mail: Wolsley_E_Grannum@KeyBank.com


 


- with a copy to -


 


KeyBank National Association 1200 Abernathy Road


Suite 1550


Atlanta, GA 30328


Attention: James K. Komperda


Telephone: 770.510.2160


Telecopier: 770.510.2195


Electronic Mail: James_K_Komperda@KeyBank.com






    	 



    	 



    







Exhibit 1.01


FORM OF ASSIGNMENT
AND ASSUMPTION


This Assignment and Assumption (this “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor]
(the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but
not defined herein have the meanings provided in the Loan Agreement identified below, receipt of a copy of which is hereby acknowledged
by the 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 Assignor hereby irrevocably
sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and
in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative
Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Loan Agreement and any
other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including,
without limitation, the 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) against any Person,
whether known or unknown, arising under or in connection with the Loan 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
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such
sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.





	1.	Assignor: ________________________________________
	 	 
	2.	Assignee: ________________________________________
	 	[and is an Affiliate/Approved Fund of [identify Lender]]
	 	 
	3.	Borrower: Retail Opportunity Investments Partnership, LP,
	 	a Delaware limited partnership
	 	 
	4.	Administrative Agent: KeyBank National Association,
	 	as the administrative agent under the Loan Agreement
	 	 
	5.	Loan Agreement: Term Loan Agreement dated as of September 29, 2015 (as
	 	amended, modified, supplemented or extended from time to time, the “Loan
	 	Agreement”) among the Borrower, the Guarantors, the Lenders from time to time
	 	party thereto and KeyBank National Association, as Administrative Agent.
	 	 
	6.	Assigned Interest:











    	 



    	 



    




	Aggregate Amount of Loans for All Lenders*	Amount of Loan Assigned*	Percentage Assigned of Aggregate Amount of Loans[1]
	$	$	%
	$	$	%
	$	$	%


 


[7.Trade Date:______________][2]


 


Effective Date:_____________ ___, 201___ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


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


	ASSIGNOR:	[NAME OF ASSIGNOR]
	 	 
	 	 
	 	By:________________________________________
	 	Name:
	 	Title:
	 	 
	 	 
	ASSIGNEE:	[NAME OF ASSIGNEE]
	 	 
	 	By:________________________________________
	 	 
	 	Name:
	 	Title:







 



















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


[1] Set forth, to at least 9 decimals,
as a percentage of the Loans of all Lenders thereunder.


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



    	 



    	 



    





[Consented to and][3]
Accepted:


KEYBANK NATIONAL ASSOCIATION,


as Administrative Agent


By:________________________________________

Name:

Title:


[Consented to:][4]


RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP,


a Delaware limited partnership


 


		By:	Retail Opportunity Investments GP, LLC,



a Delaware limited liability company,


its general partner


By:________________________________________

Name:

Title:

























[3] To be added only if the consent
of the Administrative Agent is required by the terms of the Loan Agreement.


[4] To be added only if the consent
of the Borrower is required by the terms of the Loan Agreement.



    	 



    	 



    








Annex 1 to Assignment and Assumption


STANDARD TERMS AND CONDITIONS


1.                 
Representations and Warranties.


1.1             
Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower,
any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under
any Loan Document.


1.2             
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Lender under the Loan Agreement, (ii) it meets the requirements to be an assignee under Section 10.06(b) of the Loan Agreement
(subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Loan Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of the
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 Loan Agreement,
and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant
to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently
and without reliance upon the Administrative Agent or any other Lender 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 Assigned
Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to
the terms of the Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender.



    	 



    	 



    




2.                 
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to
but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.


3.                 
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts,
which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.


 


 


 






    	 



    	 



    

 


Exhibit 2.02


FORM OF LOAN NOTICE


Date: __________, 201__


To:KeyBank National Association, as Administrative Agent


		Re:	Term Loan Agreement dated as of September 29, 2015 (as amended, modified, supplemented or extended
from time to time, the “Loan Agreement”) among Retail Opportunity Investments Partnership, LP, a Delaware limited
partnership (the “Borrower”), the Guarantors, the Lenders from time to time party thereto and KeyBank National
Association, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the
Loan Agreement.



Ladies and Gentlemen:


The undersigned hereby requests (select one):


[  ]     A borrowing of
Term Loans


[  ]     A conversion or
continuation of Term Loans


1.      On _______________, 201__ (which is a Business Day).


2.      In the amount of $__________.


3.      Comprised of ______________ (Type of Loan requested).


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


In connection with any borrowing, the Borrower hereby represents
and warrants that (a) after giving effect to any borrowing, the Total Outstandings shall not exceed the Aggregate Commitments (b)
the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Loan Agreement
or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith,
are true and correct in all material respects on and as of the date of such borrowing, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such
earlier date, and except that the representations and warranties contained in subsection (a) of Section 5.05 of the
Loan Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.01
of the Loan Agreement, (c) no Default or Event of Default shall exist or would result from such borrowing or from the application
of the proceeds thereof and (d) to the best knowledge of the Borrower, after giving effect to such borrowing, the Parent Guarantor
and its Subsidiaries are in compliance with the financial covenants in Section 7.10 of the Loan Agreement as of the
date hereof.



    	 



    	 



    




RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware
limited partnership


		By:	Retail Opportunity Investments GP, LLC, a Delaware limited liability company,

its general partner



By:________________________________________

Name:

Title:


 






    	 



    	 



    




Exhibit 2.10


FORM OF NOTE


Dated: _________ ___, ____


FOR VALUE RECEIVED, the undersigned (the “Borrower”),
hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with
the provisions of the Loan Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the
Lender to the Borrower under that certain Term Loan Agreement dated as of September 29, 2015 (as amended, modified, supplemented
or extended from time to time, the “Loan Agreement”) among the Borrower, the Guarantors, the Lenders from time
to time party thereto and KeyBank National Association, as Administrative Agent. Capitalized terms used but not otherwise defined
herein have the meanings provided in the Loan Agreement.


The Borrower promises to pay interest on the unpaid principal
amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such
times as provided in the Loan Agreement. All payments of principal and interest shall be made to the Administrative Agent for the
account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not
paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until
the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Loan Agreement.


This Note is one of the Notes referred to in the Loan Agreement,
is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.
Upon the occurrence and continuation of one or more of the Events of Default specified in the Loan Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Loan Agreement.
Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course
of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loan and
payments with respect thereto.


The Borrower, for itself, its successors and assigns, hereby
waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note.


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK.


 



    	 



    	 



    




RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware
limited partnership


		By:	Retail Opportunity Investments GP, LLC, a Delaware limited liability company,

its general partner



By:______________________________________________________________ 

Name:
 Title:






    	 



    	 



    




Exhibit 6.02


FORM OF COMPLIANCE
CERTIFICATE


Financial Statement Date: __________, 201__


		To:	KeyBank National Association, as Administrative Agent



		Re:	Term Loan Agreement dated as of September 29, 2015 (as amended, modified, supplemented or extended
from time to time, the “Loan Agreement”) among Retail Opportunity Investments Partnership, LP, a Delaware limited
partnership (the “Borrower”), the Guarantors, the Lenders from time to time party thereto and KeyBank National
Association, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the
Loan Agreement.



Ladies and Gentlemen:


The undersigned Responsible Officer hereby certifies as of the
date hereof that [he/she] is the _______________ of the Borrower, and that, in [his/her] capacity as such, [he/she] is authorized
to execute and deliver this Certificate to the Administrative Agent on behalf of the Borrower, and that:


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


[1.Attached hereto as Schedule 1
are the year end audited consolidated financial statements required by Section 6.01(a) of the Loan Agreement for the fiscal year
of the Parent Guarantor and its Subsidiaries ended as of the above date, together with the report and opinion of an independent
certified public accountant required by such section.]


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


[1.Attached hereto as Schedule 1
are the unaudited consolidated financial statements required by Section 6.01(b) of the Loan Agreement for the fiscal quarter of
the Parent Guarantor and its Subsidiaries ended as of the above date. Such financial statements fairly present the financial condition,
results of operations, shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries in accordance with
GAAP as at such date and for such period, subject only to normal year end audit adjustments and the absence of footnotes.]


2.The undersigned has reviewed and is
familiar with the terms of the Loan Agreement and has made, or has caused to be made, a detailed review of the transactions and
condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.


3.A review of the activities of the Borrower
during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such




    	 



    	 



    

fiscal period the Borrower performed and observed all its obligations under the Loan Documents, and


[select one:]


[to the best knowledge of the undersigned during such fiscal
period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it and no Default exists.]


[or:]


[the following covenants or conditions have not been performed
or observed and the following is a list of each such Default and its nature and status:]


4.Set forth on Schedule 2
are calculations of the financial covenants set forth in Section 7.10 of the Loan Agreement and such calculations are
true and accurate on and as of the date of this Certificate.


5.Attached hereto as Schedule 3
are current operating statements and rent rolls for each UAP Property.


6.[Set forth on Schedule 4
hereto is an update of Schedule 5.08.] or [There have been no changes to Schedule 5.08 since the most recent
Schedule 5.08 delivered to the Administrative Agent.]


7.[Set forth on Schedule 5
hereto is an update of Schedule 5.13.] or [There have been no changes to Schedule 5.13 since the most recent
Schedule 5.13 delivered to the Administrative Agent.]


IN WITNESS WHEREOF, the undersigned has executed
this Certificate as of __________, 201__.


RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP, a Delaware
limited partnership


		By:	Retail Opportunity Investments GP, LLC,

a Delaware limited liability company,

its general partner



By:________________________________________

Name:

Title:






    	 



    	 



    

Schedule 2 to Compliance Certificate


	1.            Consolidated Tangible Net Worth	 
	(a)                Consolidated Tangible Net Worth as of financial statement date	$_______________
	(b)               net cash proceeds from issuance and sale of Equity Interests of Parent Guarantor after the September 30, 2014	$_______________
	[clause (a) must exceed the sum of $850,000,000 plus 80% of clause (b)]	 
	2.           Consolidated Fixed Charge Coverage Ratio	 
	(a)                Consolidated EBITDA for most recent fiscal quarter	$_______________
	(b)               clause (a) multiplied by 4	$_______________
	(c)                Consolidated Fixed Charges for most recent fiscal quarter	$_______________
	(d)               clause (c) multiplied by 4	$_______________
	(e)                Consolidated Fixed Charge Coverage Ratio [clause (b) divided by clause (d)]	__________ to 1.0
	[clause (e) must be 1.50 to 1.0 or greater]	 
	3.           Consolidated Leverage Ratio	 
	(a)                Consolidated Funded Indebtedness as of financial statement date	$_______________
	(b)               Consolidated Total Asset Value as of financial statement date	$_______________
	(c)                Consolidated Leverage Ratio [clause (a) divided by clause (b)]	_______________%
	[clause (c) must be less than or equal to 60%, subject to increase to an amount less than or equal to 65% in accordance with terms of Loan Agreement]	 







    	 



    	 



    

 


	4.            Distributions	 
	(a)                Distributions during the prior four fiscal quarter period	$_______________
	(b)               Funds From Operations for prior four fiscal quarter period	$_______________
	[clause (a) must not exceed 95% of clause (b) unless evidence is provided that it is necessary to do so to maintain REIT status]	 
	5.             Consolidated Unencumbered Leverage Ratio	 
	(a)                Consolidated Unsecured Indebtedness as of financial  statement date	$_______________
	(b)               Unencumbered Asset Pool Value as of financial statement date	$_______________
	(c)                Consolidated Unencumbered Leverage Ratio [clause (a) divided by clause (b)]	__________%
	[clause (c) must be less than or equal to 60%, subject to increase to an amount less than or equal to 65% in accordance with terms of Loan Agreement]	 
	6.             Consolidated Secured Indebtedness Ratio	 
	(a)                Consolidated Secured Indebtedness as of financial statement date	$_______________
	(b)               Consolidated Total Asset Value as of financial  statement date	$_______________
	(c)                Consolidated Secured Indebtedness Ratio [clause (a) divided by clause  (b)]	__________%
	[clause (c) must be less than or equal to 40%]	 
	7.             Consolidated Unencumbered Interest Coverage Ratio	 
	(a)              
        Adjusted Net Operating Income of the UAP Properties for most recent fiscal quarter	$_______________
	(b)              
        clause (a) multiplied by four (4)	$_______________
	(c)              
        Consolidated Interest Expense associated with Consolidated Unsecured Indebtedness for most recent fiscal quarter	$_______________







    	 



    	 



    

 


	(d)              
        clause (c) multiplied times four (4)	$_______________
	(e)                Consolidated Unencumbered Interest Coverage Ratio	__________ to 1.0
	[clause (c) must be 1.75 to 1.00 or greater]	 
	8.             Consolidated Secured Recourse Indebtedness Ratio	 
	(a)                Consolidated Secured Recourse Indebtedness as of financial statement date	$_______________
	(b)               Consolidated Total Asset Value as of financial  statement date	$_______________
	(c)                Consolidated Secured Recourse Indebtedness Ratio [clause (a) divided by clause  (b)]	__________%
	[clause (c) must be less than or equal to 10%]	 
	9.            Permitted Investments	 
	(a)                Investments in unimproved land	$_______________
	(b)               Consolidated Total Asset Value as of financial statement date	$_______________
	(c)                Clause (a) divided by clause (b)	__________%
	[clause (c) must be less than 5% of Total Asset Value]	 
	(d)               Investments in:	 
	(i)                 unimproved land holdings	$_______________
	(ii)               non-income producing Real Property Assets	$_______________
	(iii)             construction in progress	$_______________
	(iv)             partnerships or joint ventures	$_______________
	(v)               mortgage loans	$_______________
	(e)                The sum of clauses (d)(i)-(v) divided by clause (b)	__________%
	[clause (e) must be less than 25% of Total Asset Value]	 


 






    	 



    	 



    

 


Schedule 4 to Compliance Certificate


[Update of Schedule 5.08, if applicable]


 


 


 






    	 



    	 



    

 


Schedule 5 to Compliance Certificate


[Update of Schedule 5.13, if applicable]


 


 


 






    	 



    	 



    

 


Exhibit 6.12


FORM OF JOINDER
AGREEMENT


THIS JOINDER AGREEMENT (the “Agreement”)
dated as of __________, 201__ is by and between __________, a __________ (the “New Subsidiary”), and KeyBank
National Association, in its capacity as Administrative Agent under that certain Term Loan Agreement dated as of September 29,
2015 (as amended, modified, supplemented or extended from time to time, the “Loan Agreement”) among Retail Opportunity
Investments Partnership, LP, a Delaware limited partnership (the “Borrower”), the Guarantors, the Lenders from
time to time party thereto and KeyBank National Association, as Administrative Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Loan Agreement.


The Loan Parties are required by Section 6.12
of the Loan Agreement to cause each Material Subsidiary to become a “Guarantor” thereunder. Accordingly, the New Subsidiary
hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders and the other holders of the Obligations:


1.                 
The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary
will be deemed to be a party to the Loan Agreement and a “Guarantor” for all purposes of the Loan Agreement, and shall
have all of the obligations of a Guarantor thereunder as if it had executed the Loan Agreement. The New Subsidiary hereby ratifies,
as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained
in the Loan Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly
and severally, together with the other Guarantors, guarantees to the Lenders, each Affiliate of a Lender that enters into a Swap
Contract or Treasury Management Agreement with any Loan Party or any Subsidiary and the Administrative Agent, as provided in Article XI
of the Loan Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment,
by acceleration or otherwise) strictly in accordance with the terms thereof.


2.                 
The New Subsidiary hereby represents and warrants to the Administrative Agent and the Lenders that:


(a)               
The New Subsidiary’s exact legal name and state of formation are as set forth on the signature pages hereto.


(b)              
The New Subsidiary’s taxpayer identification number and organization number are set forth on Schedule 1
hereto.


(c)               
Other than as set forth on Schedule 2 hereto, the New Subsidiary has not changed its legal name, changed its
state of formation, been party to a merger, consolidation or other change in structure in the five years preceding the date hereof.



    	 



    	 



    




(d)              
Schedule 3 hereto lists all Real Property Assets that are owned or leased by the New Subsidiary as of the date
hereof.


(e)               
Schedule 4 hereto lists each Subsidiary of the New Subsidiary, together with (i) jurisdiction of formation,
(ii) number of shares of each class of Equity Interests outstanding and (iii) number and percentage of outstanding shares of each
class owned (directly or indirectly) by the New Subsidiary of such Equity Interests.


3.                 
The address of the New Subsidiary for purposes of all notices and other communications is the address designated for all
Loan Parties on Schedule 10.02 to the Loan Agreement or such other address as the New Subsidiary may from time to time
notify the Administrative Agent in writing.


4.                 
This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one contract.


5.                 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


 


[Remainder of Page Intentionally Left Blank]


 


 


 






    	 



    	 



    

 


IN WITNESS WHEREOF, the New Subsidiary has
caused this Joinder Agreement to be duly executed by its authorized officer, for the benefit of the Administrative Agent, the Lenders
and the other holders of the Obligations, and has caused the same to be accepted by its authorized officer, as of the day and year
first above written.


[NEW SUBSIDIARY]


By:_____________________________

Name:

Title:


Acknowledged and accepted:


KEYBANK NATIONAL ASSOCIATION,


as Administrative Agent


By:__________________________________

Name:

Title:






    	 



    	 



    

Schedule 1


Taxpayer Identification Number; Organizational Number


 


 


 






    	 



    	 



    

 


Schedule 2


Changes in Legal Name or State of Formation;

Mergers, Consolidations and other Changes in Structure


 


 


 






    	 



    	 



    

 


Schedule 3


Real Property Assets


 


 


 






    	 



    	 



    

 


Schedule 4


Equity Interests