Exhibit 10.1


 





FIRST AMENDED AND RESTATED CREDIT AGREEMENT


 


DATED AS OF AUGUST 1, 2019


 


BY AND AMONG


 


GLOBAL NET LEASE OPERATING PARTNERSHIP,
L.P.,


 


as
THE Borrower,


 


KEYBANK NATIONAL ASSOCIATION,


 


THE OTHER LENDERS WHICH ARE PARTIES TO THIS
AGREEMENT, AND


 


OTHER LENDERS THAT MAY BECOME PARTIES TO
THIS AGREEMENT,


 


KEYBANK NATIONAL ASSOCIATION,


 


AS THE AGENT,


 


CAPITAL ONE, NATIONAL ASSOCIATION, CITIZENS
BANK, N.A.,


 


BMO HARRIS BANK, N.A., MIZUHO BANK, LTD.,


 


BBVA USA, AN ALABAMA BANKING CORPORATION,
AND


 


SUMITOMO MITSUI BANKING CORPORATION,


 


AS CO-SYNDICATION AGENTS,


 


KEYBANC CAPITAL MARKETS INC., CAPITAL ONE,
NATIONAL ASSOCIATION,


 


CITIZENS BANK, N.A., BMO CAPITAL MARKETS,
MIZUHO BANK, LTD.,


 


SUMITOMO MITSUI BANKING CORPORATION, AND


 


BBVA USA, AN ALABAMA BANKING CORPORATION,


 


AS JOINT LEAD ARRANGERS AND BOOK RUNNERS,


 


AND


 


SUMITOMO MITSUI BANKING CORPORATION


 


AS THE DOCUMENTATION AGENT


 




     


     


    

 


FIRST
AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIRST AMENDED
AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of August 1, 2019, by and among GLOBAL NET
LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), KEYBANK NATIONAL
ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”,
and the other lending institutions that may become parties hereto as “Lenders” pursuant to §18 (together with
KeyBank, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the “Agent”),
KEYBANC CAPITAL MARKETS INC. (“KCM”), as a Joint Lead Arranger and Book Runner, CAPITAL ONE, NATIONAL
ASSOCIATION (“CONA”), as a Joint Lead Arranger and Book Runner and a Co-Syndication Agent, CITIZENS BANK,
N.A. (“Citizens”), as a Joint Lead Arranger and Book Runner and a Co-Syndication Agent, BMO CAPITAL MARKETS
(“BCM”), as a Joint Lead Arranger and Book Runner, BMO HARRIS BANK, N.A. (“BMO”),
as a Co-Syndication Agent, MIZUHO BANK, LTD., (“Mizuho”), as a Joint Lead Arranger and Book Runner and
a Co-Syndication Agent, BBVA USA, an Alabama banking corporation, as a Joint Lead Arranger and Book Runner and a Co-Syndication
Agent (“BBVA”), and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as a Joint Lead
Arranger and Book Runner, a Co-Syndication Agent and as Documentation Agent.


 


RECITALS


 


WHEREAS, the
Borrower, KeyBank, individually and as administrative agent, and the other parties thereto have entered into that certain Credit
Agreement dated as of July 24, 2017, as amended by that certain First Amendment to Credit Agreement dated as of March 29, 2018
(collectively, the “Existing Credit Agreement”);


 


WHEREAS, the
Borrower has requested that the Agent and the Lenders make certain modifications to the Existing Credit Agreement; and


 


WHEREAS, the
Borrower, the Agent and the Lenders desire to amend and restate the Existing Credit Agreement in its entirety.


 


NOW, THEREFORE,
in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby amend and
restate the Existing Credit Agreement in its entirety and covenant and agree as follows:


 


§1.          DEFINITIONS
AND RULES OF INTERPRETATION.


 


§1.1         Definitions.
The following terms shall have the meanings set forth in this §l or elsewhere in the provisions of this Agreement referred
to below:


 


Additional Commitment
Request Notice. See §2.11(a).


 


Additional Subsidiary
Guarantor. Each additional Subsidiary of the REIT which becomes a Subsidiary Guarantor pursuant to §5.2.


 




     


     


    

 


Adjusted Consolidated
EBITDA. With respect to any period, the Consolidated EBITDA for such period less the amount equal to Capital Reserves
for such period.


 


Adjusted FFO.
With respect to any fiscal quarter, the Funds from Operations of the REIT and its Subsidiaries for such fiscal quarter, adjusted
for the following items, as applicable, included in the determination of Net Income (or Loss) for such fiscal quarter (without
duplication of any adjustments included in Funds from Operations for such quarter): (i) acquisition fees and expenses; (ii) amounts
relating to amortization of above and below market leases and liabilities (which are adjusted in order to reflect such payments
from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments); (iii) accretion of discounts and amortization
of premiums on debt investments; (iv) mark-to-market adjustments included in Net Income (or Loss); (v) non-recurring expenses;
(vi) gains or losses included in Net Income (or Loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives
or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or
losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and
unconsolidated partnerships and joint ventures, determined in a manner consistent with the Investment Program Association’s
Guideline 2010-01 (it being understood that Adjusted FFO shall not include an adjustment for amounts relating to deferred rent
receivables), Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, or the
Practice Guideline, issued in November 2010; and (vii) other non-cash charges.


 


Advisor. Global
Net Lease Advisors, LLC, a Delaware limited liability company.


 


Advisory Agreement.
That certain Fourth Amended and Restated Advisory Agreement dated as of June 2, 2015, as amended by that certain First Amendment
to the Fourth Amendment and Restated Advisory Agreement dated as of August 14, 2018, and that certain Second Amendment to the Fourth
Amended and Restated Advisory Agreement dated as of November 6, 2018, by and among REIT, the Borrower and the Advisor, as the same
may be further modified or amended in accordance with the terms of this Agreement.


 


Affected Lender.
See §4.14.


 


Affiliate. An
Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as applied to any Person,
means (a) the possession, directly or indirectly, of the power to vote twenty-five percent (25%) or more of the stock, shares,
voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power
for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that
Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a
general partnership interest or managing partnership interest, (ii) a managing member’s, manager’s or director’s
interest in a limited liability company or Approved Foreign Entity, or (iii) a limited partnership interest or preferred stock
(or other ownership interest) representing twenty-five percent (25%) or more of the outstanding limited partnership interests,
preferred stock or other ownership interests of such Person.


 




    	 	2	 



     


    

 


Agent. KeyBank
National Association, acting as administrative agent for the Lenders, and its successors and assigns.


 


Agent’s Head
Office. The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location as
the Agent may designate from time to time by notice to the Borrower and the Lenders.


 


Agent’s Special
Counsel. Dentons US LLP or such other counsel as selected by the Agent.


 


Agreement. This
First Amended and Restated Credit Agreement, including the Schedules and Exhibits hereto.


 


Agreement Regarding
Fees. See §4.2.


 


Alternate Rate.
For any day, for any Alternative Currency, the sum of (a) a rate per annum quoted or established as the “prime rate”
appearing on a nationally recognized screen (or if no such screen is available a similar rate quoted by a nationally recognized
bank) as determined by the Agent in its reasonable discretion, in consultation with the Borrower and based on market conditions,
reflecting the cost to the Lenders of obtaining funds in such Alternative Currency, plus (b) the Applicable Margin for LIBOR Rate
Loans. When used in reference to any Loan, “Alternate Rate” refers to whether such Loan is bearing interest at a rate
determined by reference to the Alternate Rate.


 


Alternate Rate Loan.
Any Loan bearing interest at a rate determined by reference to the Alternate Rate.


 


Alternative Currency.
At any time, any of Euro, Sterling, Canadian Dollar, and Swiss Francs, so long as, in each such case, at such time (i) such Currency
is dealt with in the London interbank deposit market or, in the case of Canadian Dollars, the relevant local market for obtaining
quotations, (ii) such Currency is readily available to all Lenders and freely transferable and convertible into Dollars in the
London foreign exchange market, (iii) the LIBOR Rate can be calculated therefor as provided in the definition thereof for such
Currency for an Interest Period of one month or such other Interest Period selected by the Borrower pursuant to and in accordance
with the terms of this Agreement (as reasonably determined by the Agent), and (iv) no central bank or other governmental authorization
in the country of issue of such Currency is required to permit use of such Currency by any Lender for making any Loan hereunder
and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon, unless such authorization
has been obtained and is in full force and effect.


 


Alternative Currency
Equivalent. At any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as reasonably determined by the Agent at such time on the basis of the Spot Rate (determined in respect of
the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.


 


Alternative Currency
Loan. A Revolving Credit Loan that is made in an Alternative Currency as requested in the applicable Loan Request.


 




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Applicable Capitalization
Rate. For assets which are used primarily for industrial purposes, seven and one-quarter percent (7.25%), for assets which
are used primarily for office purposes, seven and one-half percent (7.5%), and for assets which are used primarily for retail purposes,
seven and three-quarters percent (7.75%).


 


Applicable Law.
Collectively, all international, non-U.S., 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.


 


Applicable Margin.


 


(a)          From
and after the date of this Agreement (and unless and until the REIT obtains an Investment Grade Rating from at least two (2) of
the Rating Agencies and elects to have the Applicable Margin determined pursuant to subparagraph (b) below), the Applicable Margin
for Revolving Credit LIBOR Rate Loans, Term LIBOR Rate Loans, Revolving Credit Base Rate Loans and Term Base Rate Loans shall be
a percentage per annum as set forth below based on the ratio of the Consolidated Total Indebtedness to the Consolidated Total Asset
Value:


 


	Pricing 

Level	 	Ratio	 	Revolving 

Credit 

LIBOR 

Rate Loans	 	Revolving 

Credit 

Base Rate

Loans	 	Term 

LIBOR 

Rate 

Loans	 	Term 

Base 

Rate 

Loans
	Pricing Level 1	 	Less than 40%	 	1.45%	 	0.45%	 	1.40%	 	0.40%
	Pricing Level 2	 	Greater than or equal to 40% but less than 45%	 	1.60%	 	0.60%	 	1.55%	 	0.55%
	Pricing Level 3	 	Greater than or equal to 45% but less than 50%	 	1.75%	 	0.75%	 	1.70%	 	0.70%
	Pricing Level 4	 	Greater than or equal to 50% but less than 55%	 	1.90%	 	0.90%	 	1.85%	 	0.85%
	Pricing Level 5	 	Greater than or equal to 55%	 	2.05%	 	1.05%	 	2.00%	 	1.00%


 




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The initial Applicable
Margin shall be at Pricing Level 3. The Applicable Margin shall not be adjusted based upon such ratio, if at all, until the first
day of the first month following the delivery by the Borrower to the Agent of the Compliance Certificate after the end of a calendar
quarter. In the event that the Borrower shall fail to deliver to the Agent a quarterly Compliance Certificate on or before the
date required by §7.4(c), then, without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable
Margin shall be at Pricing Level 5 until such failure is cured within any applicable cure period, or waived in writing by the Majority
Lenders, in which event the Applicable Margin shall adjust, if necessary, on the first day of the first month following receipt
of such Compliance Certificate.


 


In the event that the
Agent, REIT or the Borrower in good faith determines that any financial statements previously delivered were incorrect or inaccurate
(regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy,
if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”)
than the Applicable Margin applied for such Applicable Period, then (a) the Borrower shall as soon as practicable deliver to the
Agent the corrected financial statements for such Applicable Period, (b) the Applicable Margin shall be determined as if the Pricing
Level for such higher Applicable Margin were applicable for such Applicable Period, and (c) the Borrower shall within three (3)
Business Days of demand thereof by the Agent pay to the Agent the accrued additional amount owing as a result of such increased
Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with this Agreement.


 


(b)          From
and after the time that Agent receives written notice from REIT or Borrower that REIT has first obtained an Investment Grade Rating
from at least two (2) of the Rating Agencies and that REIT elects to use such Credit Rating as the basis for the Applicable Margin,
the Applicable Margin for Revolving Credit LIBOR Rate Loans, Term LIBOR Rate Loans, Revolving Credit Base Rate Loans and Term Base
Rate Loans shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level
as set forth below (provided that any accrued interest payable at the Applicable Margin determined by reference to the ratio of
Consolidated Total Indebtedness to Consolidated Total Asset Value shall be payable as provided in §2.6):


 


	
         

        Pricing 

        Level
	 	Credit Rating 

Level	 	Revolving 

Credit 

LIBOR Rate 

Loans	 	Revolving 

Credit Base 

Rate

Loans	 	Term 

LIBOR 

Rate 

Loans	 	Term 

Base Rate 

Loans
	I	 	Credit Rating Level 1	 	 0.775%	 	0.00%	 	 0.900%	 	0.00%
	II	 	Credit Rating Level 2	 	 0.825%	 	0.00%	 	 0.975%	 	0.00%
	III	 	Credit Rating Level 3	 	 0.900%	 	 0.00%	 	1.100%	 	 0.10%
	IV	 	Credit Rating Level 4	 	 1.100%	 	 0.20%	 	 1.350%	 	 0.35%
	V	 	Credit Rating Level 5	 	 1.450%	 	 0.55%	 	 1.750%	 	 0.75%


 




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At such time as this
subparagraph (b) is applicable, the Applicable Margin for each Base Rate Loan shall be determined by reference to the Credit Rating
Level in effect from time to time, and the Applicable Margin for any Interest Period for all LIBOR Rate Loans comprising part of
the same borrowing 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 Margin resulting from the application of the Credit Rating Levels or
a change in the Credit Rating Level shall be effective until three (3) Business Days after the date on which the Agent receives
written notice of the application of the Credit Rating Levels or a change in such Credit Rating Level. From and after the first
time that the Applicable Margin is based on REIT’s Credit Rating, the Applicable Margin shall no longer be calculated by
reference to the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value.


 


Applicable Time.
With respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative
Currency as may be determined by the Agent to be necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.


 


Approved Foreign Country.
Finland, France, Germany, Luxembourg, the Netherlands and the United Kingdom.


 


Approved Foreign Entity.
A société à responsabilité limitée (SARL) organized under the laws of Luxembourg, a Société
Civile Immobilière (SCI) organized under the laws of France, a mutual real estate company (MREC) organized under the laws
of Finland, or, subject to the prior written consent of Agent (which may be withheld in Agent’s sole discretion), any other
business entity organized under the laws of any jurisdiction.


 


Arrangers. KCM,
CONA, Citizens, BCM, Mizuho, SMBC and BBVA.


 


Assignment and Acceptance
Agreement. See §18.1.


 


Automatic Alternative
Currency Conversion Date. Any date on which the Automatic Alternative Currency Conversion Trigger shall have occurred.


 


Automatic Alternative
Currency Conversion Trigger. Either (a) the occurrence of an Event of Default under §12.1(g), (h), or (i), or (b) any
of the Commitments shall have been terminated prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable,
and/or the Loans shall have been declared immediately due and payable, in either case pursuant to §12.


 




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Authorized Officer.
Any of the following persons: James L. Nelson and Christopher J. Masterson; and such other Persons as the Borrower shall designate
in a written notice to the Agent.


 


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


 


Bail-In Legislation.
With respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.


 


Balance Sheet Date.
March 31, 2019.


 


Bankruptcy Code.
Title 11, U.S.C.A., as amended from time to time or any successor statute thereto.


 


Base Rate. The
greatest of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s Head
Office as its “prime rate”, (b) one half of one percent (0.5%) above the Federal Funds Effective Rate or (c) the
then applicable LIBOR for a one month interest period plus one percent (1.0%) per annum. Any change in the rate of interest payable
hereunder resulting from a change in the Base Rate shall become effective as of 12:01 a.m. on the Business Day on which such change
in the Base Rate becomes effective, without notice or demand of any kind. The Base Rate is a reference rate used by the Lender
acting as the Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged
by the Lender acting as the Agent or any other Lender on any extension of credit to any debtor.


 


Base Rate Loans.
Collectively, (a) the Revolving Credit Base Rate Loans, (b) the Term Base Rate Loans, and (c) the Swing Loans, each of which bear
interest calculated by reference to the Base Rate.


 


BBVA. As defined
in the preamble hereto.


 


BCM. As defined
in the preamble hereto.


 


Beneficial Ownership
Certification. As to the Borrower, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation
which is otherwise in form and substance reasonably satisfactory to the Agent or any Lender requesting the same.


 


Beneficial Ownership
Regulation. 31 C.F.R. § 1010.230.


 


BHC Act Affiliate.
With respect to any Person, means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such Person.


 


BMO.
As defined in the preamble hereto.


 


Borrower. As defined
in the preamble hereto.


 




    	 	7	 



     


    

 


Breakage Costs.
The actual cost incurred (or reasonably expected to be incurred) by any Lender of re-employing funds bearing interest at LIBOR
in connection with (a) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any applicable
Interest Period, (b) the conversion of a LIBOR Rate Loan to any other applicable interest rate on a date other than the last
day of the relevant Interest Period, or (c) the failure of the Borrower to draw down, on the first day of the applicable Interest
Period, any amount as to which the Borrower has elected a LIBOR Rate Loan, in each case, regardless of whether such LIBOR Rate
Loans are denominated in Dollars or an Alternative Currency.


 


Business Day.
Any day on which banking institutions located in the same city and State as the Agent’s Head Office are located are open
for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.


 


Canadian CDOR Rate.
For any Interest Period with respect to LIBOR Rate Loans denominated in Canadian Dollars, the rate determined by the Agent by reference
to the average rate quoted on the Reuters Monitor Screen (Page CDOR, or such other Page as may replace such Page on such Screen
for the purpose of displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances) applicable to Canadian
Dollars bankers’ acceptances with a term comparable to such Interest Period as of 10:00 a.m. (Toronto, Canada time) on the
first day of such Interest Period (or, if such first day is not a Business Day, then at 10:00 a.m. Toronto, Canada time on the
immediately preceding Business Day), adjusted for reserves and taxes if required by future regulations. If for any reason the Reuters
Monitor Screen rates are unavailable, the Canadian CDOR Rate, in respect of any Interest Period applicable to a LIBOR Loan, shall
be determined from such financial reporting service as the Agent shall reasonably determine as of 10:00 a.m. (Toronto, Canada time)
on the first day of such Interest Period (or, if such first day is not a Business Day, then at 10:00 a.m. Toronto, Canada time
on the immediately preceding Business Day) and reported to the Borrower from time to time. In no event shall the Canadian CDOR
Rate be less than zero.


 


Canadian Dollar
or CAD. The lawful currency of Canada.


 


Capital Reserve.
For any period and with respect to any Real Estate for which the Borrower or any Subsidiary of Borrower is obligated by a Lease
or any other agreement to make any capital expenditures (i.e., such Real Estate is not one hundred percent (100%) leased pursuant
to an absolute triple net lease), an amount equal to (i)(a) the aggregate square footage of all completed space of such Property,
multiplied by (b) $0.15; multiplied by (b) the number of days in such period divided by three hundred sixty-five (365).


 


Capitalized Lease.
Subject to §1.2(l), a lease under which the discounted future rental payment obligations of the lessee or the obligor are
required to be capitalized on the balance sheet of such Person in accordance with GAAP.


 


Capitalized Value.
For any applicable Real Estate as of any date of determination, an amount equal to (a) the Net Operating Income for such Real Estate
for the most recently completed full fiscal quarter annualized, divided by (b) the Applicable Capitalization Rate.


 




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Cash Equivalents.
As of any date, (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency
or instrumentality thereof having maturities of not more than one year from such date, (b) time deposits and certificates
of deposits having maturities of not more than one (1) year from such date and issued by any domestic commercial bank having (i) senior
long term unsecured debt rated at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Moody’s
and (ii) capital and surplus in excess of $100,000,000.00, (c) commercial paper rated at least A-1 or the equivalent
thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120)
days from such date, and (d) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P
or at least Aaa or the equivalent thereof by Moody’s.


 


CERCLA. The federal
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time, and regulations promulgated
thereunder.


 


Change of Control.
A Change of Control shall exist upon the occurrence of any of the following:


 


(a)          any
Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event
different classes of stock or interests shall have different voting powers) of the voting stock or voting interests of REIT greater
than thirty percent (30.0%);


 


(b)          
as of any date a majority of the Board of Directors or Trustees or similar body (the “Board”) of REIT or the
Borrower consists of individuals who were not either (i) directors or trustees of REIT or the Borrower as of the corresponding
date of the previous year, or (ii) selected or nominated to become directors or trustees by the Board of REIT or the Borrower of
which a majority consisted of individuals described in clause (i) above, or (iii) selected or nominated to become directors or
trustees by the Board of REIT or the Borrower, which majority consisted of individuals described in clause (i) above and individuals
described in clause (ii) above;


 


(c)          REIT
fails to own, directly or indirectly, at least fifty-one percent (51%) of the economic, voting and beneficial interest of the Borrower,
or fails to own any of its interest in Borrower free and clear of any lien, encumbrance or other adverse claim;


 


(d)          REIT
fails to control the Borrower;


 


(e)          (i)
REIT fails to own, directly or indirectly, free of any lien, encumbrance or other adverse claim, at least one hundred percent (100%)
of the economic, voting and beneficial interest of each Subsidiary Guarantor (other than Mayflower Acquisitions to the extent it
is required to be a Subsidiary Guarantor pursuant to the terms hereof), and (ii) the Borrower fails to own, directly or indirectly,
free of any lien, encumbrance or other adverse claim, at least one hundred percent (100%) of the economic, voting and beneficial
interest of each Unencumbered Property Subsidiary;


 




    	 	9	 



     


    

 


(f)          before
an Internalization, the Advisor, or a replacement advisor controlled by a Potential Replacement Advisor and consented to in writing
by the Majority Lenders, such approval to not be unreasonably withheld, shall fail to be the advisor of the Borrower; or


 


(g)          before
an Internalization, if at any time either (A) Bellevue Capital Partners, LLC fails to own, directly or indirectly, at least fifty-one
percent (51%) of the economic, voting and beneficial interest of the Advisor, or (B) the current owners of Bellevue Capital Partners,
LLC fail to own, directly or indirectly (including through estate planning vehicles such as trusts controlled by such Persons),
at least fifty-one percent (51%) of the economic, voting and beneficial interest of Bellevue Capital Partners, LLC (or in the event
a replacement advisor is approved pursuant to clause (f) above, such Persons as shall be reasonably identified by the Majority
Lenders shall fail to own, at least 51% of the economic, voting and beneficial interest of such replacement advisor); or


 


(h)          at
any time any of Ed Rendell, Christopher J. Masterson, Portia Sue Perrotty, James Nelson, Edward Michael Weil, Jr., or Lee M. Elman
shall die or become disabled or otherwise cease to be active on a daily basis in the management of the REIT or serve as board members
of the REIT, and such event results in fewer than three (3) of such individuals, being active on a daily basis in the management
of the REIT or serving as board members of the REIT; provided that if fewer than three (3) of such individuals shall continue to
be active on a daily basis in the management of the REIT or serve as board members of the REIT, it shall not be a “Change
of Control” if a replacement executive or director of comparable experience and reasonably satisfactory to the Majority Lenders
shall have been retained within six (6) months of such event such that there are not fewer than three (3) of such individuals active
in the daily management of REIT or serving as board members of the REIT.


 


Citizens.
As defined in the preamble hereto.


 


Closing Date.
The date of this Agreement.


 


Code. The Internal
Revenue Code of 1986, as amended, and all regulations and formal guidance issued thereunder.


 


Collateral Account.
A special deposit account established by the Agent pursuant to §12.6 and under its sole dominion and control.


 


Commitment. With
respect to each Lender, the aggregate of (a) the Revolving Credit Commitment of such Lender, and (b) the Term Loan Commitment of
such Lender.


 


Commitment Increase.
An increase in the Total Revolving Credit Commitment and/or the Total Term Loan Commitment pursuant to §2.11.


 


Commitment Increase
Date. See §2.11(a).


 




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Commitment Percentage.
With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the Total
Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if
the Revolving Credit Commitments of the Lenders have been terminated as provided in §12.3 of this Agreement, then the Revolving
Credit Commitment of each Lender shall be determined based on the Commitment Percentage of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant to the terms hereof; provided, further,
that with respect to any class of Term Loans, upon the funding of the Commitments of such class of Term Loans, the Commitment Percentage
of such Term Loans with respect to each Lender shall be the percentage that each Lender’s aggregate Outstanding Term Loans
of such class represent with respect to the aggregate Outstanding Term Loans of such class.


 


Commodity Exchange
Act. The Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.


 


Communications.
See §7.4.


 


Competitor REIT.
See §18.1.


 


Compliance Certificate.
See §7.4(c).


 


CONA.
As defined in the preamble hereto.


 


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


 


Consolidated.
With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on
a consolidated basis in accordance with GAAP.


 


Consolidated EBITDA.
With respect to any period, an amount equal to the EBITDA of REIT and its Subsidiaries for such period determined on a Consolidated
basis.


 


Consolidated Fixed
Charges. With respect to any period, the sum, without duplication, of (a) Interest Expense of REIT and its Subsidiaries
determined on a Consolidated basis in accordance with GAAP for such period, minus (x) amortization or write-off
of debt issuance costs, commissions and defeasance charges and (y) amortization of intangibles pursuant to FASB ASC 805, plus
(b) all regularly-scheduled principal payments paid with respect to Indebtedness of REIT and its Subsidiaries during such period,
other than any balloon, bullet or similar principal payment which repays or defeases such Indebtedness in full and any related
defeasance premiums, plus (c) all Preferred Distributions paid or accrued during such period. Such Person’s Equity
Percentage in the fixed charges referred to in clauses (b) and (c) above of its Unconsolidated Affiliates shall be included in
the determination of Consolidated Fixed Charges.


 




    	 	11	 



     


    

 


Consolidated Tangible
Net Worth. As of any date of determination, the stockholders’ equity of the REIT and its Subsidiaries on a Consolidated
basis, plus accumulated depreciation and amortization, minus (to the extent included when determining stockholders’ equity):
(a) the amount of any write-up in the book value of any assets reflected in any balance sheet resulting from revaluation thereof
or any write-up in excess of the cost of such assets acquired, and (b) the aggregate of all amounts appearing on the assets side
of any such balance sheet for franchises, licenses, permits, patents, patent applications, copyrights, trademarks, service marks,
trade names, goodwill, treasury stock, experimental or organizational expenses and other like assets which would be classified
as intangible assets under GAAP (excluding amortization in respect of acquired intangible lease assets), all determined on a Consolidated
basis.


 


Consolidated Total
Asset Value. As of any date of determination, on a Consolidated basis for the REIT and its Subsidiaries in accordance with
GAAP applied on a consistent basis, the sum (without duplication) of all of the following:


 


(a)          with
respect to Real Estate owned by REIT and its Subsidiaries (other than Real Estate included under clause (c) below) for four (4)
full fiscal quarters or more, an amount equal to the Capitalized Value of all such Real Estate; plus


 


(b)          with
respect to Real Estate owned by REIT and its Subsidiaries for less than four (4) full fiscal quarters (other than Real Estate included
under clause (c) below), the purchase price (converted to Dollars as of the date of acquisition of such Real Estate, if necessary)
paid by REIT or any of its Subsidiaries for such Real Estate exclusive of (i) closing and other transaction costs to the extent
not capitalized under FASB ASC 805 and (ii) any amounts paid to REIT or such Subsidiary as a purchase price adjustment, or any
amounts held in escrow, to be retained as a contingency reserve, or held pursuant to other similar arrangements in connection with
such acquisition; provided, that Borrower may elect by providing written notice to Agent to have any such Real Estate valued
pursuant to clause (a) above; plus


 


(c)          the
book value determined in accordance with GAAP of all Development Properties and Land Assets owned by REIT and its Subsidiaries,
plus


 


(d)          the
book value determined in accordance with GAAP of all Mortgage Note Receivables, and investments in Equity Interests of other Persons,
including common shares, preferred shares and mutual funds, plus


 


(e)          the
aggregate amount of all Unrestricted Cash and Cash Equivalents of REIT and its Subsidiaries as of the date of determination, plus


 


(f)          the
value of other short term liquid investments approved by the Agent to be included in the calculation of Consolidated Total Asset
Value, and valued in a manner consistent with GAAP with such adjustments as reasonably required by Agent.


 


Consolidated Total Asset
Value will be adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the calendar quarter
most recently ended prior to a date of determination. All income, expense and value associated with assets included in Consolidated
Total Asset Value disposed of during the calendar quarter period most recently ended prior to a date of determination will be eliminated
from calculations. Consolidated Total Asset Value will be adjusted to include an amount equal to REIT or any of its Subsidiaries’
pro rata share (based upon the greater of such Person’s Equity Percentage in such Unconsolidated Affiliate or such Person’s
pro rata liability for the Indebtedness of such Unconsolidated Affiliate) of the Consolidated Total Asset Value attributable to
any of the items listed above in this definition owned by such Unconsolidated Affiliate (other than items described in clause (e)).


 




    	 	12	 



     


    

 


Consolidated Total
Indebtedness. On any date of determination, all Indebtedness of REIT and its Subsidiaries determined on a Consolidated basis
and including (without duplication) such Persons’ Equity Percentage of the Indebtedness of its Unconsolidated Affiliates.


 


Consolidated Total
Secured Indebtedness. On any date of determination, all Secured Indebtedness of REIT and its Subsidiaries determined on a Consolidated
basis and including (without duplication) such Persons’ Equity Percentage of the Secured Indebtedness of its Unconsolidated
Affiliates.


 


Consolidated Total
Secured Recourse Indebtedness. On any date of determination, all Secured Recourse Indebtedness of REIT and its Subsidiaries
determined on a Consolidated basis and including (without duplication) such Persons’ Equity Percentage of the Secured Recourse
Indebtedness of its Unconsolidated Affiliates.


 


Consolidated Total
Unsecured Indebtedness. On any date of determination, all Unsecured Indebtedness of REIT and its Subsidiaries determined on
a Consolidated basis and including (without duplication) such Persons’ Equity Percentage of the Unsecured Indebtedness of
its Unconsolidated Affiliates.


 


Contribution Agreement.
The First Amended and Restated Contribution Agreement dated as of even date herewith among the Borrower, REIT and each Subsidiary
Guarantor which may hereafter become a party thereto, as the same may be modified, amended or ratified from time to time.


 


Conversion/Continuation
Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with §4.1.


 


Covered Entity.
Any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b);
or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).


 


Covered Party.
See §39.


 




    	 	13	 



     


    

 


Credit Rating.
As of any date of determination, except as hereinafter provided in this definition, the highest of the credit ratings (or their
equivalents) then assigned to REIT’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. A credit rating
of BBB+ from S&P or Fitch is equivalent to a credit rating of Baa1 by Moody’s and vice versa. It is the intention of
the parties that REIT shall obtain a credit rating from at least two (2) Rating Agencies in order for Borrower to be entitled to
the benefit of the Credit Rating Level for such credit rating. If the credit ratings obtained by REIT are not equivalent, pricing
shall be determined by the highest of the credit ratings, provided that the next highest credit rating is only one level below
that of the highest credit rating. If the second highest credit rating obtained by REIT is more than one level below that of the
highest credit rating obtained by REIT, the operative rating shall be the credit rating that is one level higher than the second
highest of the credit ratings. In the event that REIT shall have obtained a credit rating from at least two (2) Rating Agencies
and shall thereafter lose one or more credit ratings (whether as a result of a withdrawal, suspension, election to not obtain a
rating, or otherwise) such that REIT no longer has a credit rating from at least two (2) Rating Agencies, REIT shall be deemed
for the purposes hereof not to have a Credit Rating. Notwithstanding anything to the contrary contained herein, if at any time
two or three of the Rating Agencies shall cease performing the functions of a securities rating agency such that REIT shall be
unable to maintain a credit rating from at least two of the three Rating Agencies, then Borrower and the Agent shall promptly negotiate
in good faith to agree upon one or more substitute rating agencies (and to correlate the system of ratings of each such substitute
rating agency with that of the rating agency being replaced), and pending such amendment, the Credit Rating in effect immediately
prior to such time shall continue to apply, provided that the designation of such replacement agency and such amendment are completed
within thirty (30) days of such event, and if not so completed within such thirty (30) day period, Credit Rating Level 5 shall
be the applicable Credit Rating Level until such time as REIT obtains a credit rating from at least two Rating Agencies.


 


Credit Rating Level.
One of the following five (5) pricing levels, as applicable, and provided, further, that, from and after the time that Agent receives
written notice that REIT has first obtained an Investment Grade Rating from at least two (2) of the Rating Agencies and elected
to use such Credit Rating as the basis for the Applicable Margin:


 


“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 and 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 and Fitch or Baa1 by Moody’s and Credit Rating Level 1 is not applicable; and


 


“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 and 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 and Fitch or Baa3 by Moody’s and Credit Rating Levels 1, 2 and 3 are not applicable;


 


“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
and Fitch or Baa3 by Moody’s or there is no Credit Rating.


 




    	 	14	 



     


    

 


Currency. Dollars
or any Alternative Currency.


 


Currency of Payment.
See §4.3(a).


 


Default. See §12.1.


 


Default Rate.
See §4.11.


 


Default Right.
Default Right shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


Defaulting Lender.
Any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans
were required to be funded hereunder unless such Lender notifies the Agent and the Borrower in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,
together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to
the Agent, any Issuing Lender, any Swing Loan Lender or any other Lender any other amount required to be paid by it hereunder (including
in respect of its participation in Letters of Credit or Swing Loans) within two Business Days of the date when due, (b) (i) has
notified the Borrower, the Agent or any Lender that it does not intend to comply with its funding obligations hereunder or (ii)
has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to
fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to
funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public
statement) cannot be satisfied), (c) has failed, within two (2) Business Days after request by the Agent, to confirm in a manner
reasonably satisfactory to the Agent that it will comply with its funding obligations; provided that, notwithstanding the
provisions of §2.13, such Lender shall cease to be a Defaulting Lender upon the Agent’s receipt of confirmation that
such Defaulting Lender 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 bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment
for the benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief law of the United States or other
applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal Deposit Insurance Corporation
or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any similar capacity, (ii)
had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including the Federal
Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization
or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent
to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts of the United States or from the enforcement of
judgments or writs of attachment of its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow,
or disaffirm any contracts or agreements made with such Person). Any determination by the Agent that a Lender is a Defaulting Lender
under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall
be deemed to be a Defaulting Lender (subject to §2.13(g)) upon delivery of written notice of such determination to the Borrower
and each Lender.


 




    	 	15	 



     


    

 


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


 


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


 


Designated Person.
See §6.31.


 


Development Property.
Any Real Estate owned or acquired by the Borrower or its Subsidiaries or Unconsolidated Affiliates and on which construction, redevelopment
or material rehabilitation of material improvements for use as a commercial, single-tenant income producing property has commenced
and is proceeding to completion without undue delay from permit denial, construction delays or otherwise, all pursuant to the ordinary
course of business of Borrower and its Subsidiaries and remains less than one hundred percent (100%) leased to an unaffiliated
third party as the first tenant following such construction, redevelopment or material rehabilitation.


 


Directions. See
§14.13.


 




    	 	16	 



     


    

 


Distribution.
Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of REIT or any of its Subsidiaries
now or hereafter outstanding, except a dividend or other distribution payable in Equity Interests; (b) redemption, conversion,
exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity
Interest of REIT or any of its Subsidiaries now or hereafter outstanding, except in the form of Equity Interests; and (c) payment
made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests
of REIT or any of its Subsidiaries now or hereafter outstanding, except in the form of Equity Interests. Distributions from any
Subsidiary of the Borrower to, directly or indirectly, the Borrower or REIT shall be excluded from this definition.


 


Dividend Reinvestment
Proceeds. All dividends or other distributions, direct or indirect, on account of any Equity Interest of any Person which any
holder(s) of such Equity Interests direct to be used, concurrently with the making of such dividend or distribution, for the purposes
of purchasing for the account of such holder(s) additional Equity Interests in such Person or any of its Subsidiaries.


 


Documentation Agent.
SMBC, but only in the event that, and for so long as, SMBC is a Lender.


 


Dollar Equivalent.
At any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Agent at such time on the basis of the
Spot Rate (determined on the relevant Revaluation Date) for the purchase of Dollars with such Alternative Currency.


 


Dollars or $.
Dollars in lawful currency of the United States of America.


 


Domestic Lending Office.
Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such
Lender, if any, located within the United States that will be making or maintaining Base Rate Loans.


 


Drawdown Date.
The date on which any Loan is made or is to be made, and the date on which any Loan which is made prior to the Revolving Credit
Maturity Date or the Term Loan Maturity Date, as applicable, is converted in accordance with §4.1.


 


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


 


EEA Member Country.
Any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


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


 




    	 	17	 



     


    

 


EBITDA. With respect
to any Person and its Subsidiaries with respect to any period (without duplication): (a) Net Income (or Loss) on a Consolidated
basis, excluding the following (but only to the extent included in determination of such Net Income (or Loss) for such period):
(i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense and franchise tax expense; (iv) extraordinary
or non-recurring items (including, without limitation, gains and losses on the sale of Real Estate (unless such Real Estate was
developed for the purpose of sale)), (v) Net Income (or Loss) attributable to such Person’s Unconsolidated Affiliates, and
(vi) non-cash expenses; plus (b) such Person’s pro rata share (based on Equity Percentage) of EBITDA of its Unconsolidated
Affiliates. EBITDA shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and
amortization of intangibles pursuant to FASB ASC 805. For purposes of this definition, non-recurring items shall be deemed to include
(x) gains and losses on early extinguishment of Indebtedness, (y) non-cash severance and other non-cash restructuring charges and
(z) transaction costs not permitted to be capitalized pursuant to GAAP.


 


Electronic System.
See §7.4.


 


Eligible Real Estate.
Real Estate which at all times satisfies the following requirements:


 


(a)          which
is wholly-owned in fee simple, or leased pursuant to a Ground Lease, by the Borrower or a Wholly-Owned Subsidiary of Borrower;


 


(b)          such
Real Estate is either located in any State of the United States of America or, subject to Agent’s receipt of adequate assurances
reasonably acceptable to Agent of the enforceability and collectability of a guaranty (including, any judgment arising from such
guaranty) relating to such Real Estate and the owner or lessee thereof, in a jurisdiction reasonably approved by Agent within an
Approved Foreign Country;


 


(c)          if
such Real Estate is owned or leased by a Subsidiary of Borrower, such Subsidiary (and any other Subsidiary of Borrower which directly
or indirectly owns Equity Interests in such Subsidiary) is either organized under the laws of any State of the United States of
America or, provided such Real Estate is located in an Approved Foreign Country and subject to Agent’s receipt of adequate
assurances reasonably acceptable to Agent of such Subsidiary’s ability and authority to enter into a guaranty of the Obligations
and of the enforceability and collectability of such guaranty (including, any judgment arising from such guaranty) against any
such Subsidiary in its jurisdiction of organization, the jurisdiction in which such Real Estate is located and such other jurisdictions
as the Agent may reasonably require, such Subsidiary is an Approved Foreign Entity;


 


(d)          regardless
of whether such Real Estate is owned or leased by the Borrower or a Subsidiary of the Borrower, the Borrower has the right directly,
or indirectly through a Subsidiary of the Borrower, to take the following actions without the need to obtain the consent of any
Person: (i) to create Liens on such Real Estate as security for Indebtedness of the Borrower or such Subsidiary, as applicable,
and (ii) to sell, transfer or otherwise dispose of such Real Estate;


 




    	 	18	 



     


    

 


(e)          no
Tenant of such Real Estate, nor any guarantor of such Tenant’s obligations under the Lease of such Real Estate, (i) is subject
to any proceeding under any Insolvency Laws, or (ii) is more than 60 days past due on any rental obligation to the Borrower or
any of its Subsidiaries in respect of such Real Estate;


 


(f)          such
Real Estate is 100% occupied by a single Tenant pursuant to a Net Lease or a GSA Lease with a remaining term of at least five (5)
years at the time such Real Estate is included as Unencumbered Pool Assets; provided, however, that all Real Estate included as
“Unencumbered Pool Assets” under the Existing Credit Agreement immediately prior to the Closing Date shall not fail
to qualify as Eligible Real Estate pursuant to this clause (f) solely for failing to have a remaining lease term of at least five
(5) years as of the Closing Date;


 


(g)          such
Real Estate is not a Land Asset or Development Property and has been developed for office, retail or industrial use;


 


(h)          as
to which all of the representations set forth in §6 of this Agreement concerning such Unencumbered Pool Asset are true and
correct in all material respects (provided that to the extent that all or any portion of the representations and warranties contained
in §6 is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier therein
contained shall apply in lieu of the “in all material respects” contained in this clause (h)); and


 


(i)          as
to which the Agent has received and approved all Eligible Real Estate Qualification Documents required by the Agent, or will receive
and approve them prior to inclusion of such Real Estate as a Unencumbered Pool Asset (provided, with respect to the initial
Unencumbered Pool Assets set forth on Schedule 1.2 attached hereto, that the Eligible Real Estate Qualification Documents
required to be delivered pursuant to this clause (i) shall be deemed to be the “Eligible Real Estate Qualification Documents”
delivered pursuant to the Existing Credit Agreement and Agent hereby confirms its approval of the same).


 


Eligible
Real Estate Qualification Documents. See Schedule 1.3 attached hereto.


 


Employee Benefit Plan.
Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate
as to which REIT or any ERISA Affiliate may have any liability (including contingent liability), other than a Multiemployer Plan.


 


Environmental Engineer.
Any firm of independent professional engineers, consultants or other scientists generally recognized as expert in the detection,
analysis and remediation of Hazardous Substances and related environmental matters, as applicable, and acceptable to the Agent
in its reasonable discretion.


 


Environmental Laws.
Any judgment, decree, order, law, license, rule, regulation, injunction or binding agreement issued, promulgated or entered into
by any Governmental Authority (whether non-U.S., federal, state, provincial or local) pertaining to human health or the pollution
or protection of the environment or the preservation or reclamation of natural resources or the management, release, threatened
release or discharge of any Hazardous Substances into the environment, including, without limitation, those arising under the Resource
Conservation and Recovery Act, CERCLA, the Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water Act, the
Federal Clean Air Act, the Toxic Substances Control Act, any state or local statute, regulation, ordinance, order or decree relating
to the environment, or any comparable statutes, regulations, ordinances, orders or decrees from time to time in effect in any of
the Approved Foreign Countries.


 




    	 	19	 



     


    

 


EPA. See §6.19(b).


 


Equity Interests.
With respect to any Person, (a) any share of capital stock of (or other ownership or profit interests in) such Person, (b) any
warrant, option or other right for the purchase or other acquisition from such Person of (i) any share of capital stock of (or
other ownership or profit interests in) such Person, or (ii) any security convertible into or exchangeable for any share of capital
stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition
from such Person of such shares (or such other interests) and whether or not such share, warrant, option, right or other interest
is authorized or otherwise existing on any date of determination, and (c) any other ownership or profit interest in such Person
(including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting.


 


Equity Offering.
The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other
than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).


 


Equity Percentage.
The aggregate ownership percentage of any Person or its Subsidiaries in each Unconsolidated Affiliate, which shall be calculated
as the greater of (a) such Person’s direct or indirect nominal capital ownership interest in the Unconsolidated Affiliate
as set forth in the Unconsolidated Affiliate’s organizational documents, and (b) such Person’s direct or indirect economic
ownership interest in the Unconsolidated Affiliate reflecting such Person’s current allocable share of income and expenses
of the Unconsolidated Affiliate.


 


ERISA. The Employee
Retirement Income Security Act of 1974, as amended and in effect from time to time and all regulations and formal guidelines issued
thereunder.


 


ERISA Affiliate.
Any Person which is treated as a single employer with REIT or its Subsidiaries under Section 414(b), (c), (m) or (o) of the Code
or Section 4001 of ERISA and any predecessor entity of any of them.


 


ERISA Reportable Event.
A reportable event with respect to a Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the regulations promulgated
thereunder as to which the requirement of notice has not been waived or any other event with respect to which the Borrower, a Guarantor
or an ERISA Affiliate could have liability under Section 4062(e) or Section 4063 of ERISA.


 


EU Bail-In Legislation
Schedule. The EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect
from time to time.


 




    	 	20	 



     


    

 


EURIBOR Rate.
For any Interest Period with respect to LIBOR Rate Loans denominated in Euro, the euro interbank offered rate administered by the
European Money Markets Institute (or any other Person which takes over the administration of that rate) for deposits in Euro and
having a maturity approximately equal to the requested Interest Period displayed on page EURIBOR01 of the Reuters screen (or any
successor service, or if such Person no longer reports such rate as determined by the Agent, by another commercially available
source providing such quotations approved by the Agent) at approximately 11:00 a.m. (Brussels time) on the day that is two (2)
LIBOR Business Days prior to the first day of such Interest Period. In no event shall the EURIBOR Rate be less than zero.


 


Euro or €.
The single currency of the Participating Member States.


 


Event of Default.
See §12.1.


 


Excluded Hedge Obligation.
With respect to any Guarantor, any Hedge Obligation, if, and to the extent that, all or a portion of the guarantee of such Guarantor
of such Hedge Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of
such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity
Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor becomes effective with respect to such
Hedge Obligation. If a Hedge Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Hedge Obligation that is attributable to swaps for which such guarantee is or becomes illegal.


 


Excluded Taxes.
Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the
case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to an
Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than
pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.3)
or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.3, amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such
Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with
§4.3(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


Existing Credit Agreement.
As defined in the recitals hereto.


 


Extension Request.
See §2.12(a)(i).


 


FATCA. Sections
1471 through 1474 of the Code (or any amended or successor version that is substantively comparable and not materially more onerous
to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to
Section 1471(b)(1) of the Code and any applicable intergovernmental agreements with respect thereto.


 




    	 	21	 



     


    

 


Federal Funds Effective
Rate. For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced
by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions
arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially
the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds
Effective Rate.” If the Federal Funds Effective Rate is less than zero, it shall be deemed to be zero hereunder.


 


Fee Owner. The
applicable owner of the fee interest in an Unencumbered Pool Asset that is subject to a Ground Lease.


 


Fitch. Fitch Ratings
Inc., and any successor thereto.


 


Foreign Lender.
If the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and if the Borrower is not a U.S. Person, a Lender that is
resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.


 


Fronting Exposure.
At any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s Revolving Credit
Commitment Percentage of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such
Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit Lenders or cash collateral or
other credit support acceptable to the Issuing Lender shall have been provided in accordance with the terms hereof and (b) with
respect to the Swing Loan Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of Swing Loans other than
Swing Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit
Lenders, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swing Loan Lender shall
have been provided in accordance with the terms hereof.


 


Funds from Operations.
“Funds From Operations” as such term is defined by the National Association of Real Estate Investment Trusts (NAREIT)
as of the Effective Date (or, if approved by the Borrower and the Agent, as such meaning may be updated from time to time).


 


GAAP. Principles
that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors,
as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same
principles.


 


Global II Holdco.
ARC Global II Holdco, LLC, a Delaware limited liability company.


 


Global II International
Holdco. ARC Global II International Holdco, LLC, a Delaware limited liability company.


 




    	 	22	 



     


    

 


Governmental Authority.
Any national, state or local government (whether U.S. or non-U.S.), any political subdivision thereof or any other governmental,
quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau, commission, board, department
or other entity (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the
Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law, and
including any supra-national bodies such as the European Union or the European Central Bank.


 


Ground Lease.
An unsubordinated ground lease as to which no default (other than a default which remains subject to grace or cure periods) or
event of default has occurred or with the passage of time or the giving of notice would occur and containing the following terms
and conditions: (a) a remaining term (exclusive of any unexercised extension options) of thirty (30) years or more from the date
such Real Estate is included as an Unencumbered Pool Asset; (b) the right of the lessee to mortgage and encumber its interest in
the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage lien
on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will
not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure, and fails to do so; (d) reasonable
transferability of the lessee’s interest under such lease, including the ability to sublease; and (e) such other rights customarily
required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground
lease.


 


Ground Lease Default.
See §6.21.


 


GSA Lease. Any
Lease under which the government of the United States of America (or any subdivision thereof) is the Tenant.


 


Guaranteed Pension
Plan. Any employee pension benefit plan within the meaning of Section 3(2) of ERISA maintained or contributed to by REIT
or any ERISA Affiliate for or on behalf of any present or former employee of REIT or any ERISA Affiliate, the benefits of which
are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.


 


Guarantors. Collectively,
REIT and the Subsidiary Guarantors (including all Additional Subsidiary Guarantors), and individually any one of them.


 


Guaranty. Individually
or collectively, as the context requires, (a) the First Amended and Restated Unconditional Guaranty of Payment and Performance
dated of even date herewith made by REIT, International Holdco, Global II Holdco and each Subsidiary Guarantor in favor of the
Agent and the Lenders, as the same may be modified, amended, restated or ratified, and (b) any other Unconditional Guaranty of
Payment and Performance made by an Approved Foreign Entity which becomes an Additional Subsidiary Guarantor hereunder, as the same
may be modified, amended, restated or ratified, each such Guaranty to be in form and substance reasonably satisfactory to the Agent.


 




    	 	23	 



     


    

 


Hazardous Substances.
Each and every element, compound, chemical mixture, contaminant, pollutant, toxic substance, oil, petroleum and petroleum byproduct,
material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law.
Without limiting the generality of the foregoing, the term shall mean and include the following:


 


(a)          “hazardous
substances” as defined under CERCLA;


 


(b)          “hazardous
waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended,
and regulations promulgated thereunder;


 


(c)          “hazardous
materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder;
and


 


(d)          “chemical
substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.


 


Hedge Obligations.
All obligations of the Borrower, the REIT or any other Guarantor to any Lender Hedge Provider under any agreement with respect
to an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest
rate risk exposure relating to the Obligations, or any agreement with respect to a forward foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot contract,
or any other similar transaction regarding the hedging of currency exchange rate risk exposure, and any confirming letter executed
pursuant to any such hedging agreement, and which shall include, without limitation, any obligation to pay or perform under any
agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity
Exchange Act, all as amended, restated or otherwise modified. Under no circumstances shall any of the Hedge Obligations guaranteed
by any Loan Document as to a Guarantor include any obligation that constitutes an Excluded Hedge Obligation of such Guarantor.


 


Implied Rating Analysis.
An implied credit rating analysis of a Tenant (or the parent or controlling entity of such Tenant) performed by Borrower through
Moody's CreditEdge (for publicly traded companies) or Moody's RiskCalc (for privately held companies).


 


Income Component.
See §1.3(b).


 


Increase Notice.
See §2.11(a).


 




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Indebtedness.
With respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of
such Person in respect of money borrowed or for the deferred purchase price of property or services (excluding trade debt incurred
in the ordinary course of business); (b) all obligations of such Person for money borrowed (adjusted to eliminate increases or
decreases arising from FASB ASC 805) (i) represented by notes payable representing extensions of credit, (ii) evidenced by bonds,
debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title
retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or
assumed as full or partial payment for property or for services rendered; (c) obligations of such Person as a lessee or obligor
under a Capitalized Lease; (d) all reimbursement obligations (contingent or otherwise) of such Person under or in respect of any
letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations
of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect
of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect of any purchase or repurchase
obligation (excluding (i) obligations under agreements to purchase real estate in the ordinary course of business and agreements
to consummate permitted acquisitions, and (ii) obligations in respect of Equity Interests that would be deemed Mandatorily Redeemable
Stock hereunder if not for the redemption or conversion right thereunder not being exercisable prior to the date that is ninety-one
(91) days after the latest Maturity Date), takeout commitment or forward equity commitment, in each case evidenced by a binding
agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other
than Mandatorily Redeemable Stock)); (h) net obligations under any Derivatives Contract (the amount of any net obligation under
any Derivatives Contract on any date of determination shall be deemed to be the Dollar Equivalent of the Derivatives Termination
Value thereof as of the last day of the fiscal quarter most recently ended prior to such date for which financial statements have
been or were required to be delivered, which shall be a positive number if such amount would be owed by the Borrower and a negative
number if such amount would be owed to the Borrower, and the net obligations under Derivatives Contracts shall not be less than
zero); (i) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for
guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose
entity” covenants, permitted transfers, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions
to non-recourse liability); (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though
such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s
Equity Percentage of the Indebtedness of any Unconsolidated Affiliate of such Person. “Indebtedness” shall be adjusted
to remove any impact of intangibles pursuant to FAS 141, as issued by the Financial Accounting Standards Board in June of 2001.
Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner
or joint venturer to the extent of such Person’s Equity Percentage of such partnership or joint venture (except if such Indebtedness,
or portion thereof, is recourse to such Person, in which case the greater of such Person’s Equity Percentage of such Indebtedness
or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person).


 


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


 


Information Materials.
See §7.4.


 


Insolvency Laws.
The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, rearrangement,
receivership, insolvency, reorganization, readjustment of debt, dissolution, suspension of payments, or similar debtor relief laws
from time to time in effect in any jurisdiction affecting the rights of creditors generally.


 




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Interest Expense.
With respect to any period, with respect to any Person and its Subsidiaries, without duplication, total interest expense accruing
or paid on Indebtedness of such Person and its Subsidiaries, on a Consolidated basis, during such period (including interest expense
attributable to Capitalized Leases and amounts attributable to interest incurred under Derivatives Contracts, but excluding, (a)
interest rate hedge termination payments or receipts, (b) loan prepayment costs, (c) upfront loan fees, and (d) any interest expense
in respect of any convertible Indebtedness), determined in accordance with GAAP, and including (without duplication) the Equity
Percentage of Interest Expense for the Unconsolidated Affiliates of such Person and its Subsidiaries. Interest Expense shall not
include capitalized interest funded under a construction loan by an interest reserve.


 


Interest Payment Date.
As to each Base Rate Loan and each Alternate Rate Loan, the first day of each calendar month during the term of such Loan, in arrears,
the date of any prepayment of such Loan or portion thereof and on the Maturity Date. As to each LIBOR Rate Loan, the last day of
each Interest Period therefor, in arrears, the date of any prepayment of such Loan or portion thereof and on the Maturity Date;
provided, however, if any Interest Period for a LIBOR Rate Loan exceeds three (3) months, interest shall be payable
with respect to such LIBOR Rate Loans in arrears in three-month intervals on the last day of each such three-month interval during
the term of such Loan, and on the date of any prepayment of such Loan or portion thereof and on the Maturity Date.


 


Interest Period.
With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and
ending seven (7) days, one (1) month, two (2) months, three (3) months or six (6) months thereafter, or such other period agreed
by all relevant Lenders, and (b) thereafter, each period commencing on the day following the last day of the next preceding
Interest Period applicable to such Loan and ending on the last day of one (1) of the periods set forth above, as selected by the
Borrower in a Loan Request or Conversion/Continuation Request; provided that all of the foregoing provisions relating to
Interest Periods are subject to the following:


 


(i)          if
any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest
Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar
month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively by the
Agent in accordance with the then current bank practice in London;


 


(ii)         if
the Borrower shall fail to give notice as provided in §4.1, the Borrower shall be deemed to have requested a continuation
of the affected LIBOR Rate Loan as a LIBOR Rate Loan with an Interest Period of one month on the last day of the then current Interest
Period with respect thereto as provided in and subject to the terms of §4.1(c);


 


(iii)        any
Interest Period pertaining to a LIBOR 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 applicable calendar month; and


 




    	 	26	 



     


    

 


(iv)        no
Interest Period relating to any LIBOR Rate Loan shall extend beyond the Maturity Date.


 


Internalization.
Any transaction or series of related transactions (including, without limitation, mergers, consolidations, stock or other ownership
interest purchases or modifications of agreements) whereby (1) the Advisor ceases or materially reduces the level of its services
accompanied by an elimination or a commensurate reduction of the amount of the fees payable to the Advisor under the Advisory Agreement,
and (2) REIT or any of its wholly owned Subsidiaries subsequently is to perform all or substantially all of the duties previously
performed by the Advisor.


 


International Holdco.
ARC Global Holdco, LLC, a Delaware limited liability company.


 


Investment Grade Rating.
A Credit Rating of BBB- or better (if provided by S&P or Fitch) or Baa3 or better (if provided by Moody’s).


 


Investment Grade Tenant.
(a) a Tenant with a long term senior unsecured debt rating of Baa3 or better as rated by Moody’s (or an equivalent shadow
rating using Moody’s ratings grid) or BBB- or better as rated by S&P (it being understood that in the event there is
a discrepancy between the Moody’s rating and the S&P rating, the higher of the two ratings will be utilized), (b) a Tenant
for which the Borrower has delivered an Investment Grade Tenant Certificate and Borrower has (and shall continue to) furnish Agent
with an updated Investment Grade Tenant Certificate for each such Tenant each year on or before the date which is the anniversary
of the initial Investment Grade Tenant Certificate delivered to Agent for such Tenant (for the avoidance of doubt, if such updated
Investment Grade Tenant Certificate is not timely delivered to the Agent, the applicable Tenant shall no longer be considered an
Investment Grade Tenant unless and until Borrower delivers to Agent a new Investment Grade Tenant Certificate), provided,
that for purposes of this definition, an Investment Grade Tenant Certificate shall include an “Investment Grade Tenant Certificate”
delivered pursuant to the Existing Credit Agreement with respect to a Tenant so long as such Investment Grade Tenant Certificate
is dated within one (1) year of the previous Investment Grade Tenant Certificate delivered to Agent with respect to such Tenant,
(c) a Tenant that is a Subsidiary of an entity that meets such ratings requirement under clause (a) or (b) above provided that
such entity has guaranteed all of such Tenant’s obligations under the applicable Lease, or (d) a Tenant who is a controlled
Affiliate of FedEx Corporation, General Electric Co., Trane U.S., Inc., State of Indiana, Nissan North America, Inc., Sandoz, Inc.,
Wyndham Worldwide Corp., Waste Management Inc. or Panasonic Corp., or any other Person identified in writing from time to time
by the Borrower and accepted by the Agent in its reasonable discretion, but in each case only for so long as such Person satisfies
the rating requirements under clause (a) or (b) above. It is agreed and understood that (subject to actual changes in the long
term senior unsecured debt rating of any Tenant or any entity which has guaranteed such Tenant’s Lease) each Tenant which
qualifies as an “Investment Grade Tenant” under the Existing Credit Agreement immediately prior to the Closing Date
shall constitute an “Investment Grade Tenant” on the Closing Date.


 




    	 	27	 



     


    

 


Investment Grade Tenant
Certificate. A certificate to the Agent, signed by the chief financial officer of the REIT, certifying that the Borrower considers
the Tenant which is the subject thereof to be of an equivalent credit quality to a Tenant satisfying clause (a) of the definition
of Investment Grade Tenant, which certificate shall be given in reliance upon an Implied Rating Analysis dated within ten (10)
days of such certificate, a true and correct copy of which Implied Rating Analysis shall be attached to such Investment Grade Tenant
Certificate.


 


Investments. With
respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and
owned by such Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all
purchases of the securities or business or integral part of the business of any other Person, all interests in real property, and
all other investments; provided, however, that the term “Investment” shall not include (i) equipment,
inventory and other tangible personal property acquired in the ordinary course of business, (ii) maintenance or capital expenditures
undertaken with respect to any Real Estate in the ordinary course of business, (iii) current trade and customer accounts receivable
for services rendered in the ordinary course of business and payable in accordance with customary trade terms, (iv) prepaid expenses,
(v) obligations under Derivatives Contracts as permitted by this Agreement, and (vi) investments consisting of cash collateral
to secure payment of worker’s compensation, unemployment insurance, old-age pensions or other social security obligations.
In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall not be included as an Investment
any interest accrued with respect to Indebtedness constituting an Investment; (b) there shall be deducted in respect of each Investment
any amount received as a return of capital or principal; (c) there shall not be deducted in respect of any Investment any amounts
received as earnings on such Investment, whether as dividends, interest or otherwise; and (d) there shall not be deducted in respect
of any Investment any decrease in the value thereof.


 


Issuing Lender.
KeyBank, in its capacity as the Lender issuing the Letters of Credit and any successor thereto”); provided, however, that
at the prior written request of Borrower to Agent, in the event that the Borrower determines that it would be beneficial to have
a Letter of Credit issued by a Lender with a higher credit rating than KeyBank has at any applicable time of reference (as determined
by Moody’s or S&P), desires a Letter of Credit issued in a Currency other than Dollars, or for any other reason reasonably
acceptable to Agent, another Lender that has agreed in writing in its sole discretion to act as an “Issuing Lender”
hereunder and that is reasonably acceptable to Agent may issue one or more Letters of Credit hereunder, in which event such other
Lender shall be an Issuing Lender hereunder with respect to such Letters of Credit issued by it.


 


Joinder Agreement.
Each Joinder Agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to §5.2
by any Subsidiary Guarantor, such Joinder Agreement to be substantially in the form of Exhibit A hereto.


 


KCM.
As defined in the preamble hereto.


 


KeyBank. As defined
in the preamble hereto.


 




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Land Assets. Land
to be developed as a commercial single-tenant income producing property with respect to which the commencement of grading, construction
of improvements (other than improvements that are not material and are temporary in nature) or infrastructure has not yet commenced
and for which no such work is reasonably scheduled to commence within the following twelve (12) months.


 


Lease. Each lease,
entered into or assumed between the Borrower or Subsidiary Guarantor which owns (or leases pursuant to a Ground Lease) an Unencumbered
Pool Asset or other Real Estate and a Tenant, as amended, extended or restated.


 


Lender Hedge Provider.
With respect to any Hedge Obligations, any counterparty thereto that, at the time the applicable hedge agreement was entered into,
was a Lender or an Affiliate of a Lender.


 


Lenders. KeyBank,
the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender
pursuant to §18 (but not including any participant as described in §18). The Issuing Lender shall be a Lender, as applicable.
The Swing Loan Lender shall be a Lender.


 


Letter of Credit.
Any standby letter of credit issued at the request of the Borrower and for the account of the Borrower in accordance with §2.10.


 


Letter of Credit Liabilities.
At any time and in respect of any Letter of Credit, the sum of (a) the maximum undrawn face amount of such Letter of Credit plus
(b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which have not been repaid (including
repayment by a Revolving Credit Loan). For purposes of this Agreement, a Revolving Credit Lender (other than the Revolving Credit
Lender acting as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation
interest in the related Letter of Credit under §2.10, and the Revolving Credit Lender acting as the Issuing Lender shall be
deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving
effect to the acquisition by the Revolving Credit Lenders other than the Revolving Credit Lender acting as the Issuing Lender of
their participation interests under §2.10.


 


Letter of Credit Request.
See §2.10(a).


 


Letter of Credit Sublimit.
An amount equal to Fifty Million and No/100 Dollars ($50,000,000.00), as the same may be changed from time to time in accordance
with the terms of this Agreement.


 


LIBOR. (A) For
any LIBOR Rate Loan denominated in any Currency other than Canadian Dollars or Euro, for any Interest Period, the London interbank
offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over the administration of that
rate) for such Currency and having a maturity approximately equal to the requested Interest Period displayed on pages LIBOR01 or
LIBOR02 of the Reuters screen (or any successor service, or if such Person no longer reports such rate as determined by the Agent,
by another commercially available source providing such quotations approved by the Agent) at approximately 11:00 a.m. (London time)
on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period, (B) for any LIBOR Rate Loan denominated
in Euro, LIBOR shall deemed to be the EURIBOR Rate, and (C) for any LIBOR Rate Loan denominated in Canadian Dollars, LIBOR shall
deemed to be the Canadian CDOR Rate. For any period during which a Reserve Percentage shall apply, LIBOR with respect to LIBOR
Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. If at any
time the rate determined pursuant to this definition for any relevant Currency and period shall be less than zero, such rate shall
be deemed to be zero for the purposes of this Agreement.


 




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LIBOR Business Day.
(a) Relative to the making, continuing, conversion into, prepaying or repaying of any LIBOR Rate Loans (other than a LIBOR Rate
Loan made in Canadian Dollars), any day which is a Business Day and which is also a day on which dealings in Dollars or the applicable
Alternative Currency, as the case may be, are carried on in the London interbank market; (b) relative to the making, continuing,
conversion into, prepaying or repaying of any LIBOR Rate Loan that is made in Canadian Dollars, any day which is a Business Day
and which is also a day on which banks are not authorized or required to be closed in Toronto, Canada; (c) when used in connection
with a LIBOR Rate Loan denominated in Euro, the term “LIBOR Business Day” shall exclude any day which is not a TARGET
Day (as determined by the Agent); and (d) when used in connection with the borrowing, payment or prepayment of any LIBOR Rate Loan
denominated in an Alternative Currency, the term “Business Day” shall exclude any day in which commercial banks or
foreign exchange markets are not open for business in the city where disbursements or payments of any such LIBOR Loans are to be
made.


 


LIBOR Lending Office.
Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender,
if any, that shall be making or maintaining LIBOR Rate Loans.


 


LIBOR Rate Loans.
Those Loans bearing interest calculated by reference to LIBOR.


 


LIBOR Termination
Date. See §4.16.


 


Lien. Any mortgage,
deed of trust, security deed, 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 (i) any conditional sale or other title retention agreement, (ii) any easement, right of way or
other encumbrance on title to real property that materially affects the value of such real property, and (iii) any Capitalized
Lease or other financing lease having substantially the same economic effect as any of the foregoing).


 


LLC Division.
In the event the Borrower, any Guarantor or any Subsidiary thereof is a limited liability company, (i) the division of any such
Person into two or more newly formed limited liability companies (whether or not any such Person is a surviving entity following
any such division) pursuant to, in the event any such Person is organized under the laws of the State of Delaware, Section 18-217
of the Delaware Limited Liability Company Act or, in the event any such Person is organized under the laws of a State or Commonwealth
of the United States (other than Delaware) or of the District of Columbia, any similar provision under any similar act governing
limited liability companies organized under the laws of such State or Commonwealth or of the District of Columbia, or (ii) the
adoption of a plan contemplating, or the filing of any certificate with any applicable Governmental Authority that results in (or
with the passage of time shall result in) any such division.


 




    	 	30	 



     


    

 


Loan Documents.
This Agreement, the Notes, the Guaranty, each Letter of Credit Request, the Agreement Regarding Fees and all other documents, instruments
or agreements now or hereafter executed or delivered by or on behalf of the Borrower or any Guarantor in connection with the Loans.


 


Loan and Loans.
An individual loan or the aggregate loans (including a Revolving Credit Loan, a Term Loan and a Swing Loan (or Loans)), as the
case may be, in the maximum principal amount of the Total Commitment. Amounts drawn under a Letter of Credit shall also be considered
Revolving Credit Loans as provided in §2.10.


 


Loan Request.
See §2.7.


 


Majority Lenders.
As of any date, the Lender or Lenders whose aggregate Commitment Percentage is greater than fifty percent (50.0%) of the Total
Commitment; provided that in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded
and excluded and any Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment
Percentages of such Defaulting Lenders; provided, however, that the amount of any participation in any Swing Loan and unreimbursed
amounts under any Letters of Credit that any such Defaulting Lender has failed to fund that have not been reallocated to and funded
by another Lender shall be deemed to be held by the Lender that is the Swing Loan Lender or Issuing Lender, as the case may be,
in making such determination.


 


Management Agreements.
The Property Management and Leasing Agreement dated as of April 20, 2012, by and among REIT, the Borrower and Global Net Lease
Properties, LLC (f/k/a American Realty Capital Global Properties, LLC), as modified or amended from time to time, and any other
Agreement to which any owner or lessee of an Unencumbered Pool Asset is a party, whether written or oral, with a Property Manager
providing for the management of the Unencumbered Pool Assets or any of them.


 


Mandatorily Redeemable
Stock. With respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the
terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event
or otherwise (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity
Interest to the extent redeemable in exchange for Equity Interests that are not Mandatorily Redeemable Stock at the option of the
issuer of such Equity Interest), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable
Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which, either
by its terms or pursuant to an option or right exercisable in the sole discretion of such first Person, is redeemable entirely
in exchange for Equity Interests that are not Mandatorily Redeemable Stock), in the case of each of clauses (a) through (c), prior
to the date that is ninety-one (91) days after the latest Maturity Date.


 




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Material Acquisition.
A simultaneous acquisition of one or more assets by Borrower and/or its Subsidiaries with an aggregate purchase price equal to
or greater than ten percent (10%) of Consolidated Total Asset Value at the time of such acquisition.


 


Material Adverse Effect.
A material adverse effect on (a) the business, assets, financial condition or operations of REIT and its Subsidiaries, taken as
a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents;
or (c) the validity or enforceability of any of the Loan Documents; or (d) the material rights or remedies of the Agent or the
Lenders thereunder.


 


Material Subsidiary.
(a) All existing and future direct and indirect Subsidiaries of the REIT and/or International Holdco that own or lease an
Unencumbered Pool Asset, or own, directly or indirectly, Equity Interests in any Subsidiary that owns or leases an Unencumbered
Pool Asset, (b) each of International Holdco and Global II Holdco, (c) each of Global II International Holdco and Mayflower Acquisitions,
but only during such times as such Persons are actively engaged in any business enterprise or own any material asset, and (d) all
existing and future direct and indirect Subsidiaries of the REIT (including, without limitation, International Holdco and any of
its Subsidiaries) that are organized in any State or other jurisdiction of the United States and that are primary obligors under,
or guaranty, any Unsecured Indebtedness of REIT or any of its Subsidiaries, but only for so long as such obligations or guaranties
are in effect; provided, however, that at any time REIT has obtained and is maintaining an Investment Grade Rating from at least
one (1) Rating Agency, any Person which is a Material Subsidiary pursuant to clauses (a), (b) or (c) above shall no longer constitute
a Material Subsidiary unless and until such time as REIT fails to maintain an Investment Grade Rating from at least one (1) Rating
Agency.


 


Maturity Date.
Either the Revolving Credit Maturity Date or the Term Loan Maturity Date, as the context may require.


 


Mayflower Acquisitions.
Mayflower Acquisitions, LLC, a Delaware limited liability company.


 


Metropolitan Statistical
Area or MSA. Any Metropolitan Statistical Area as defined from time to time by the Executive Office of the President of the
United States of America, Office of Management and Budget, or if such office no longer publishes such definition, such other definition
Agent may reasonably determine.


 


Mizuho.
As defined in the preamble hereto.


 


Moody’s.
Moody’s Investor Service, Inc., and any successor thereto.


 


Mortgage Note Receivables.
A first priority mortgage loan on a completed single-tenant commercial real estate property, and which Mortgage Note Receivable
includes, without limitation, the indebtedness secured by a related first priority security instrument.


 




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Multiemployer Plan.
Any multiemployer plan within the meaning of Section 3(37) of ERISA maintained or contributed to by REIT or any ERISA Affiliate
or to which Borrower or any ERISA Affiliate may have any liability (including contingent liability).


 


Negative Pledge.
See §7.20.


 


Net Income (or Loss).
With respect to any Person (or any asset of any Person) with respect to any period, the net income (or loss) of such Person (or
attributable to such asset), determined in accordance with GAAP.


 


Net Lease. A Lease
pursuant to which the Tenant is responsible for all operating costs and expenses in connection with the property; provided, however,
in the event that such Lease does not make such Tenant responsible for insurance premiums and/or maintenance and/or repair of such
property, the same shall not disqualify such Lease from being a Net Lease.


 


Net Offering Proceeds.
The gross cash proceeds received by REIT or any of its Subsidiaries as a result of an Equity Offering less the costs, expenses
and discounts paid by REIT or such Subsidiary in connection therewith up to an amount equal to fifteen percent (15%) of the gross
cash proceeds received by REIT or any of its Subsidiaries as a result of such Equity Offering. Net Offering Proceeds shall not
include cash proceeds received by a Subsidiary as a result of an investment by a joint venture partner or any Dividend Reinvestment
Proceeds.


 


Net Operating Income.
For any Real Estate and for a given period, an amount equal to (a) the aggregate gross revenues from the operations of such Real
Estate during such period from Tenants paying rent (exclusive of any rental income from Tenants subject to proceedings under any
Insolvency Law, to the extent the relevant Leases have been rejected pursuant to such proceedings during the subject period, and
exclusive of non-cash revenue adjustments made in accordance with GAAP), minus (b) the sum of all expenses and other charges incurred
in connection with the operation of such Property during such period (including accruals for real estate taxes and insurance and
Property Management Fees, but excluding debt service charges, general and administrative expenses, income taxes, depreciation,
amortization and other non-cash expenses), which expenses and accruals shall be calculated in accordance with GAAP.


 


Non-Consenting Lender.
See §18.8.


 


Non-Defaulting Lender.
At any time, any Lender that is not a Defaulting Lender at such time.


 


Non-Recourse Exclusions.
With respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations
governing such Indebtedness, including, without limitation, exclusions for claims that (a) are based on fraud, intentional
or material misrepresentation, misapplication of funds, gross negligence or willful misconduct, (b) result from intentional
mismanagement of or waste at the real property securing such Non-Recourse Indebtedness, (c) relate to environmental matters, including
those that arise from the presence of Hazardous Substances, in each case, at the real property securing such Non-Recourse
Indebtedness, (d) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory
note, indemnity agreement or other document) or (e) result from the borrowing Subsidiary and/or its assets becoming the subject
of any proceeding under voluntary or involuntary bankruptcy or other proceeding under any Insolvency Law.


 




    	 	33	 



     


    

 


Non-Recourse Indebtedness.
With respect to a Person, (a) Indebtedness in respect of which recourse for payment (except for Non-Recourse Exclusions until a
written claim is made with respect thereto, and then such Indebtedness shall not constitute Non-Recourse Indebtedness only to the
extent of the anticipated liability under such claim determined in accordance with GAAP (or prior to any determination by REIT’s
independent auditors of such amount, only to the extent of the anticipated liability reasonably determined by Borrower of such
amount, such amount to be reasonably acceptable to Agent)) is contractually limited to specific assets of such Person encumbered
by a Lien securing such Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness of such Person. A loan secured
by multiple properties owned by Single Asset Entities shall be considered Non-Recourse Indebtedness of such Single Asset Entities
even if such Indebtedness is cross defaulted and cross collateralized with the loans to such other Single Asset Entities.


 


Notes. Collectively,
the Revolving Credit Notes, the Term Loan Notes and the Swing Loan Note.


 


Notice. See §19.


 


Obligations. All
indebtedness, obligations and liabilities of the Borrower or any Guarantor to any of the Lenders or the Agent, individually or
collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans, the Notes or the Letters
of Credit, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or
arising or incurred hereafter, or whether arising before or after any bankruptcy or other proceeding under any Insolvency Law (including
interest and any other of the foregoing amounts accruing after the commencement of any bankruptcy or other proceeding under any
Insolvency Law, whether or not any such interest or other amount is allowed as an enforceable claim in such bankruptcy or other
proceeding under any Insolvency Law), direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated
or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.


 


OFAC. Office of
Foreign Asset Control of the Department of the Treasury of the United States of America, or any successor thereto carrying out
similar functions.


 


Off-Balance Sheet
Obligations. Liabilities and obligations of REIT or any of its Subsidiaries or any other Person in respect of “off-balance
sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which REIT
would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section of REIT’s report on Form 10-Q or Form 10-K (or their equivalents) which REIT is required to file with the SEC or
would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefor).


 




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


 


Other Taxes. All
present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to §4.14 as a result of costs sought to be reimbursed
pursuant to §4.3).


 


Outstanding. With
respect to the Loans, the Dollar Equivalent of the aggregate unpaid principal thereof as of any date of determination. With respect
to Letters of Credit, the aggregate undrawn face amount of issued Letters of Credit.


 


Participant Register.
See §18.4.


 


Participating Member
States. Those members of the European Union from time to time which adopt a single, shared currency under the applicable legislative
measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.


 


Patriot Act. The
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the
same may be amended from time to time, and corresponding provisions of future laws.


 


PBGC. The Pension
Benefit Guaranty Corporation created by Section 4002 of ERISA and any successor entity or entities having similar responsibilities.


 


Permits. With
respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance
or permission from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having
the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property
is subject.


 


Permitted Liens.
Liens, security interests and other encumbrances permitted by §8.2.


 


Person. Any individual,
corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity (including,
without limitation, any Approved Foreign Entity), and any government or any governmental agency or political subdivision thereof.


 


Plan Assets. Assets
of any employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.


 




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Potential Replacement
Advisor. Any of the Persons set forth in that certain letter dated as of July 24, 2017 from Borrower to Agent regarding potential
third-party advisors.


 


Preferred Distributions.
With respect to any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable
during such period on Preferred Securities issued by REIT or any of its Subsidiaries. Preferred Distributions shall not include
dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class
of Equity Interests; (b) paid or payable to the REIT or any of its Subsidiaries; or (c) constituting or resulting in the redemption
of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.


 


Preferred Securities.
With respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity
Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both.


 


Property Management
Fees. With respect to any Real Estate for any period, the greater of (i) the actual property management fee paid during such
period with respect to such Real Estate, and (ii) an imputed management fee in the amount of 2% of the gross revenues for such
Real Estate for such period.


 


Property Manager.
The manager of an Unencumbered Pool Asset. Such property manager shall be (a) Global Net Lease Properties, LLC, a Delaware limited
liability company, (b) with respect to certain of the Unencumbered Pool Assets located in a State, Colliers International, CBRE
Group and their respective affiliates, (c) with respect to certain of the Unencumbered Pool Assets located in an Approved Foreign
Country, CBRE Group and its affiliates, or (d) another qualified management company approved by Agent, such approval to not be
unreasonably withheld, conditioned or delayed.


 


Public Lender.
See §7.4.


 


QFC. QFC shall
have the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


QFC Credit Support.
See §39.


 


Rating Agencies.
Fitch, Moody’s and S&P.


 


Real Estate. All
real property, including, without limitation, the Unencumbered Pool Assets, at the time of determination then owned or leased (as
lessee or sublessee) in whole or in part or operated by REIT or any of its Subsidiaries, or an Unconsolidated Affiliate of the
Borrower.


 


Recipient. The
Agent and any Lender.


 


Record. The grid
attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by
the Agent with respect to any Loan referred to in such Note.


 




    	 	36	 



     


    

 


Recourse Indebtedness.
As of any date of determination, any Indebtedness (whether secured or unsecured) which is recourse to REIT or any of its Subsidiaries.
Recourse Indebtedness shall not include Non-Recourse Indebtedness, but shall include any Non-Recourse Exclusions at such time a
written claim is made with respect thereto to the extent of the anticipated liability under such claim determined in accordance
with GAAP (or prior to any determination by REIT’s independent auditors of such amount, only to the extent of the anticipated
liability reasonably determined by Borrower of such amount, such amount to be reasonably acceptable to Agent).


 


Register. See
§18.2.


 


REIT. Global Net
Lease, Inc., a Maryland corporation.


 


REIT Status. With
respect to a Person, its status as a real estate investment trust as defined in Section 856(a) of the Code.


 


Related Fund.
With respect to any Lender which is a fund that invests in loans, any Affiliate of such Lender or any other fund that invests in
loans that is managed by the same investment advisor as such Lender or by an Affiliate of such Lender or such investment advisor.


 


Release. Any releasing,
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (other than the
use and storing of Hazardous Substances in reasonable quantities to the extent necessary for the operation of property in the ordinary
course of business, and in any event in material compliance with all applicable Environmental Laws) of Hazardous Substances.


 


Representative.
See §14.15.


 


Required Revolving
Credit Lenders. As of any date, any Revolving Credit Lender or Revolving Credit Lenders whose aggregate Revolving Credit Commitment
Percentage is greater than fifty percent (50.0%) of the Total Revolving Credit Commitment; provided that in determining said percentage
at any given time, all the existing Revolving Credit Lenders that are Defaulting Lenders will be disregarded and excluded and the
Revolving Credit Commitment Percentages of the Revolving Credit Lenders shall be redetermined for voting purposes only to exclude
the Revolving Credit Commitment Percentages of such Defaulting Lenders.


 


Required Term Loan
Lenders. As of any date, any Term Loan Lender or Term Loan Lenders whose aggregate Term Loan Commitment Percentage is greater
than fifty percent (50.0%) of the Total Term Loan Commitment; provided that in determining said percentage at any given time, all
the existing Term Loan Lenders that are Defaulting Lenders will be disregarded and excluded and the Term Loan Commitment Percentages
of the Term Loan Lenders shall be redetermined for voting purposes only to exclude the Term Loan Commitment Percentages of such
Defaulting Lenders.


 


Reserve Percentage.
For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period
by the Board of Governors of the Federal Reserve System (or any successor) or any other Governmental Authority with jurisdiction
over the Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve
requirement) for the Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency
liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest
Period.


 




    	 	37	 



     


    

 


Revaluation Date.
(a) for purposes of borrowing, converting or continuing a Loan or issuing, amending or extending a Letter of Credit (including
for purposes of calculating the Outstanding amount of Loans and the amount of outstanding Commitments and Letter of Credit Liabilities
on such date), including, any Loans which are made by the Revolving Credit Lenders for purposes of reimbursing the Issuing Lender
with respect to amounts drawn under a Letter of Credit pursuant to §2.10(f) or for refinancing or participating in a Swing
Loan pursuant to §2.5(d) or (e), respectively, the date on which notice of such borrowing, conversion, continuation, issuance,
participation, amendment or extension is deemed given pursuant to this Agreement (or, if no such notice is required (or such requirement
for giving notice is waived), the date of such borrowing, conversion, continuation, issuance, amendment or extension); (b) for
purposes of determining the amount of any Commitment Increase or the aggregate amount of the Revolving Credit Commitments the Borrower
elects to extend pursuant to §2.12, or determining compliance with any applicable covenant or condition precedent for any
such Commitment Increase or extension of the Revolving Credit Maturity Date which requires determination as of the date of such
Increase Notice or Extension Request is given, on the date that the applicable Increase Notice or Extension Request is deemed given
pursuant to this Agreement (or, if the requirement for providing such notice is waived, any Commitment Increase Date or the date
on which Borrower elects to extend Revolving Credit Commitments pursuant to §2.12, as applicable), (c) for purposes of determining
compliance with any applicable covenant or condition precedent for any Commitment Increase or extension of the Revolving Credit
Maturity Date pursuant to §2.12 (other than the requirement for providing notice thereof or any determining compliance with
any applicable covenant or condition precedent which requires determination as of the date of the Increase Notice or Extension
Request, as applicable, which shall be governed by clause (b) above), on the applicable Commitment Increase Date or the date on
which the Revolving Credit Maturity Date is extended pursuant to §2.12, as the case may be, (d) for purposes of optionally
prepaying Loans or optionally reducing the Revolving Credit Commitments (including for purposes of calculating the Outstanding
amount of Loans and the amount of outstanding Revolving Credit Commitments and Letter of Credit Liabilities on such date), the
date notice of such prepayment or reduction is deemed given pursuant to this Agreement (or, if no such notice is required (or the
requirement for such notice is waived), the date of such optional prepayment or reduction of Commitments); (e) for purposes of
calculating any fee or mandatory prepayment or mandatory commitment termination due hereunder, the date upon which such fee became
due and payable or the date upon which such mandatory prepayment or mandatory commitment termination arose, provided that
for purposes of making any prepayment required pursuant to §3.2(b), the Revaluation Date applicable to such prepayment shall
be the last calendar day of each calendar month prior to the Revolving Credit Maturity Date; provided, further, that,
for the avoidance of doubt, any payments or prepayments of principal amounts of Loans and repayments of drawings on Letters of
Credit will be made in the currency in which such Loan or Letter of Credit is denominated, (f) for purposes of calculating any
financial covenant in §9 or any applicable monetary limit in §8 with respect to all amounts not denominated in Dollars,
the date of determination for such financial covenant (except, in each case, (i) the Dollar Equivalent of any Derivatives Termination
Value shall be determined as of the day set forth in the definition of “Indebtedness”, and (ii) the calculation of
any such covenant which requires the determination of an Income Component of REIT, Borrower or any of their respective Subsidiaries
or Unconsolidated Affiliates for amounts not denominated in Dollars shall be determined in accordance with the last sentence of
§1.3(b)); (g) any Automatic Alternative Currency Conversion Date; (h) any other date under this Agreement when the Dollar
Equivalent or Alternative Currency Equivalent is to be determined; and (i) at any time that a Default or Event of Default exists
or an Automatic Alternative Currency Conversion Trigger has occurred and is continuing, such additional dates as the Agent shall
determine.


 




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Revolving Credit Base
Rate Loans. Revolving Credit Loans bearing interest calculated by reference to the Base Rate.


 


Revolving Credit Commitment.
With respect to each Revolving Credit Lender, the amount set forth on Schedule 1.1 hereto as the amount in Dollars of such
Revolving Credit Lender’s Revolving Credit Commitment to make or maintain Revolving Credit Loans to the Borrower, and to
participate in Letters of Credit for the account of the Borrower, as the same may be changed from time to time in accordance with
the terms of this Agreement.


 


Revolving Credit Commitment
Percentage. With respect to each Revolving Credit Lender, the percentage set forth on Schedule 1.1 hereto as such Revolving
Credit Lender’s percentage of the Total Revolving Credit Commitment, as the same may be changed from time to time in accordance
with the terms of this Agreement; provided that if the Total Revolving Credit Commitment has been terminated as provided in this
Agreement, then the Revolving Credit Commitment Percentage of each Revolving Credit Lender shall be determined based on the Revolving
Credit Commitment Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any
subsequent assignments made pursuant to the terms hereof.


 


Revolving Credit Lenders.
Collectively, the Lenders which have a Revolving Credit Commitment, the initial Revolving Credit Lenders being identified on Schedule
1.1 hereto.


 


Revolving Credit LIBOR
Rate Loans. Revolving Credit Loans bearing interest calculated by reference to LIBOR.


 


Revolving Credit Loan
or Loans. An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case may be, in the maximum principal
amount of the Total Revolving Credit Commitment to be made by the Revolving Credit Lenders hereunder as more particularly described
in §2. Without limiting the foregoing, Revolving Credit Loans shall also include Revolving Credit Loans made pursuant to §2.10(f).


 


Revolving Credit Maturity
Date. August 1, 2023, as such date may be extended as provided in §2.12, or such earlier date on which the Revolving Credit
Loans shall become due and payable pursuant to the terms hereof.


 


Revolving Credit Notes.
See §2.1(b).


 




    	 	39	 



     


    

 


Same Day Funds.
With respect to disbursements and payments in Dollars, immediately available funds and with respect to disbursements and payments
in an Alternative Currency, same day or other funds as may be determined by the Agent to be customary in the place of disbursement
or payment for the settlement of international banking transactions in such Alternative Currency.


 


Sanctions Laws and
Regulations. Any applicable sanctions, prohibitions or requirements imposed by any applicable executive order or by any applicable
sanctions program administered by OFAC, the United States Department of State, the Office of the United States Treasury, the United
Nations Security Council, the European Union or Her Majesty’s Treasury.


 


S&P. S&P
Global Inc., and any successor thereto.


 


SEC. The federal
Securities and Exchange Commission.


 


Secured Indebtedness.
The aggregate Indebtedness of a Person and its Subsidiaries (without duplication) that is secured by a Lien on any Real Estate
or other asset. With respect to the REIT and its Subsidiaries as of any date of determination, Secured Indebtedness shall include
the Equity Percentage of Secured Indebtedness of such Persons’ Unconsolidated Affiliates.


 


Secured Recourse Indebtedness.
With respect to any Person as of any date of determination, Secured Indebtedness of other Persons which such first Person has guaranteed,
other than guarantees constituting Non-Recourse Indebtedness (but including such guarantees once a written claim is made with respect
thereto to the extent provided for in the definition of Non-Recourse Indebtedness), or Secured Indebtedness which is otherwise
recourse to such first Person.


 


Securities Act.
The Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.


 


Single Asset Entity.
A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Subsidiary Guarantor which
owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute
Indebtedness of any other Person except as provided in the definition of Non-Recourse Indebtedness (except for Non-Recourse Exclusions).


 


SMBC.
As defined in the preamble hereto.


 


Spot Rate. For
a Currency, the rate reasonably determined by the Agent to be the rate quoted by the Person acting in such capacity as the spot
rate for the purchase by such Person of such Currency with another Currency through its principal foreign exchange trading office
at approximately 11:00 a.m. (London time) on the date two (2) Business Days prior to the date as of which the foreign exchange
computation is made; provided that the Agent may obtain such spot rate from another financial institution designated by the Agent
if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such Currency.


 




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State. A state
or Commonwealth of the United States of America and the District of Columbia.


 


Sterling or £.
The lawful currency of the United Kingdom.


 


Subsidiary. For
any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities
or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions of such corporation, partnership, limited liability company or other entity (without
regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or
more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the
accounts of which are consolidated with those of such Person pursuant to GAAP. Notwithstanding any ownership interest in the Borrower,
the Borrower shall at all times be considered a Subsidiary of REIT.


 


Subsidiary Guarantor.
Each party to the Guaranty as of the date of this Agreement (other than REIT), and any Additional Subsidiary Guarantor.


 


Supported QFC.
See §39.


 


Swing Loan. See
§2.5(a).


 


Swing Loan Commitment.
An amount equal to Fifty Million and No/100 Dollars ($50,000,000.00), as the same may be changed from time to time in accordance
with the terms of this Agreement.


 


Swing Loan Lender.
KeyBank, in its capacity as Swing Loan Lender and any successor thereof.


 


Swing Loan Note.
See §2.5(b).


 


Swiss Francs or
CHF. The lawful currency of the Swiss Confederation.


 


Swiss Francs Limit.
See §2.1(a).


 


Syndication Agent.
Each of CONA, Citizens, BMO, Mizuho, SMBC and BBVA, but only in the event that, and for so long as, such Person is a Lender.


 


TARGET Day. Any
day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by the Agent to be a suitable replacement) is open
for the settlement of payments in Euro.


 


Taxes. 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.


 




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Tenant. The tenant
of an Unencumbered Pool Asset or other Real Estate pursuant to a Lease of such Unencumbered Pool Asset or other Real Estate.


 


Term Base Rate Loans.
The Term Loans bearing interest by reference to the Base Rate.


 


Term LIBOR Rate Loans.
The Term Loans bearing interest by reference to LIBOR.


 


Term Loan or Term
Loans. An individual Term Loan or the aggregate Term Loans, as the case may be, made by the Term Loan Lenders hereunder.


 


Term Loan Commitment.
With respect to each Term Loan Lender, the amount set forth on Schedule 1.1 hereto as the amount in the applicable Currency
of such Term Loan Lender’s Term Loan Commitment to make Term Loans to the Borrower on the Closing Date or on any Commitment
Increase Date, as the case may be, as the same may be changed from time to time in accordance with the terms of this Agreement.


 


Term Loan Commitment
Percentage. With respect to each Term Loan Lender, the percentage set forth on Schedule 1.1 hereto as such Term Loan Lender’s
percentage of the aggregate Term Loan to the Borrower, as the same may be changed from time to time in accordance with the terms
of this Agreement; provided that with respect to any class of Term Loans, upon the funding of the Commitments of such class
of Term Loans, the Commitment Percentage of such Term Loans with respect to each Lender shall be the percentage that each Lender’s
aggregate Outstanding Term Loans of such class represent with respect to the aggregate Outstanding Term Loans of such class.


 


Term Loan Lenders.
Collectively, the Lenders which have a Term Loan Commitment, the initial Term Loan Lenders being identified on Schedule 1.1
hereto.


 


Term Loan Maturity
Date. August 1, 2024 or such earlier date on which the Term Loans shall become due and payable pursuant to the terms hereof.


 


Term Loan Note.
A promissory note made by the Borrower in favor of a Term Loan Lender in the principal face amount equal to such Term Loan Lender’s
Term Loan Commitment, in substantially the form of Exhibit B hereto.


 


Titled Agents.
The Arrangers, the Syndication Agents and the Documentation Agent.


 


Total Commitment.
The sum of the Dollar Equivalent of the Total Revolving Credit Commitment and the Dollar Equivalent of the Total Term Loan Commitment,
as each is in effect from time to time. The Total Commitment may increase in accordance with §2.11.


 


Total Revolving Credit
Commitment. The sum of the Revolving Credit Commitments of the Revolving Credit Lenders, as in effect from time to time. As
of the date of this Agreement, the Total Revolving Credit Commitment is Eight Hundred Thirty-Five Million and No/100 Dollars ($835,000,000.00).
The Total Revolving Credit Commitment may increase in accordance with §2.11.


 




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Total Term Loan Commitment.
The sum of the Term Loan Commitments of the Term Loan Lenders, as in effect from time to time. As of the date of this Agreement,
the Total Term Loan Commitment is Three Hundred Fifty-Nine Million Five Hundred Fifty Thousand Five Hundred Sixty-Two and 00/100
Euro (€359,550,562.00), committed and denominated in Euro (based on the Alternative Currency Equivalent as of the Closing
Date). The Total Term Loan Commitment may increase in accordance with §2.11.


 


Type. As to any
Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.


 


Unconsolidated Affiliate.
In respect of any Person, any other Person in whom such Person holds an Equity Interest, which Equity Interest is accounted for
in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated
under GAAP with the financial results of such first Person on the consolidated financial statements of such first Person if such
financial statements were prepared in accordance with the full consolidation method of GAAP as of such date.


 


Unencumbered Asset
Value. With respect to an Unencumbered Pool Asset for any date of determination, an amount equal to (a) in the case of an Unencumbered
Pool Asset owned or leased by the Borrower or Wholly-Owned Subsidiary of the Borrower for the entire period of four consecutive
fiscal quarters most recently ended, the Capitalized Value; and (b) in the case of an Unencumbered Pool Asset acquired during the
period of four consecutive fiscal quarters most recently ended, the purchase price (converted to Dollars if necessary) paid by
the Borrower or any of its Subsidiaries for such Unencumbered Pool Asset exclusive of (i) closing and other transaction costs to
the extent not capitalized under FASB ASC 805 and (ii) any amounts paid to the Borrower or such Subsidiary as a purchase price
adjustment, or any amounts held in escrow, to be retained as a contingency reserve, or held pursuant to other similar arrangements
in connection with such acquisition.


 


Unencumbered Implied
Debt Service. At any time determined by the Agent, an amount equal to the annual principal and interest payment sufficient
to amortize in full over a thirty (30) year period a loan amount equal to the aggregate sum of all Outstanding Loans and Letters
of Credit Liabilities (denominated and converted to Dollars as necessary), calculated using a per annum interest rate equal to
the greatest of (a) the then-current annual yield on ten (10) year obligations issued by the United States Treasury most recently
prior to the date of determination plus two hundred fifty (250) basis points (2.50%), (b) the highest interest rate being paid
as of the last day of the most recent calendar quarter and (c) six and one-half percent (6.5%) constant.


 


Unencumbered Net Operating
Income. As of any date of determination, with respect to any period, the aggregate sum of Net Operating Income of the Unencumbered
Pool Assets.


 


Unencumbered Pool
Aggregate Asset Value. As of any date of determination, the sum of the Unencumbered Asset Value of each of the Unencumbered
Pool Assets.


 




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Unencumbered Pool
Assets. Eligible Real Estate which satisfies all conditions set forth in §7.20(a) and the Real Estate assets which are
accepted in writing pursuant to §7.20(b), and, in each case, which have not been removed pursuant to §7.20(d) or §7.20
(e). The initial properties designated by the Borrower to be Unencumbered Pool Assets are described on Schedule 1.2
hereto.


 


Unencumbered Pool
Asset Certificate. See 7.20(a)(xiv).


 


Unencumbered Pool
Certificate. See §7.4(c).


 


Unencumbered Property
Subsidiary. A Wholly Owned Subsidiary of Borrower that directly owns or, pursuant to a Ground Lease, leases an Unencumbered
Pool Asset. An Unencumbered Property Subsidiary shall include any Subsidiary Guarantor as a result of clause (a) of the definition
of Material Subsidiary.


 


Unrestricted Cash
and Cash Equivalents. As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the
aggregate amount of Unrestricted Cash Equivalents (valued at fair market value). As used in this definition, “Unrestricted”
means the specified asset is readily available for the satisfaction of any and all obligations of such Person. For the avoidance
of doubt, Unrestricted Cash and Cash Equivalents shall not include any tenant security deposits or other restricted deposits.


 


Unsecured Indebtedness.
With respect to any Person, Indebtedness of such Person which is not Secured Indebtedness.


 


Unused Fee. See
§2.3.


 


Unused Fee Percentage.
With respect to any day during a calendar quarter while the leverage-based pricing grid set forth in clause (a) of the definition
of “Applicable Margin” is in effect, (i) 0.15% per annum, if the sum of the Dollar Equivalent of the Revolving Credit
Loans and Letter of Credit Liabilities outstanding on such day is more than 50% of the Total Revolving Credit Commitment, or (ii)
0.25% per annum if the sum of the Dollar Equivalent of the Revolving Credit Loans and Letter of Credit Liabilities outstanding
on such day is less than or equal to 50% of the Total Revolving Credit Commitment.


 


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


 


U.S. Special Resolution
Regimes. See §39.


 


U.S. Tax Compliance
Certificate. See §4.3(g)(ii)(B)(3).


 


Wholly-Owned Subsidiary.
As to a Person, any Subsidiary of such first Person that is directly or indirectly owned one hundred percent (100%) by such first
Person.


 


Withholding Agent.
The REIT, the Borrower, any other Guarantor and the Agent, as applicable.


 




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


 


§1.2         Rules
of Interpretation.


 


(a)          A
reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time
to time in accordance with its terms and the terms of this Agreement.


 


(b)          The
singular includes the plural and the plural includes the singular.


 


(c)          A
reference to any law includes any amendment or modification of such law.


 


(d)          A
reference to any Person includes its permitted successors and permitted assigns , and in the event the Borrower, any Guarantor
or any of their respective Subsidiaries is a limited liability company and shall undertake an LLC Division (any such LLC Division
being a violation of this Agreement), shall be deemed to include each limited liability company resulting from any such LLC Division.


 


(e)          Accounting
terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity
to which they refer.


 


(f)          The
words “include”, “includes” and “including” are not limiting.


 


(g)          The
words “approval” and “approved”, as the context requires, means an approval in writing given to the party
seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine
whether approval should be granted.


 


(h)          All
terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State
of New York, have the meanings assigned to them therein.


 


(i)          Reference
to a particular “§”, refers to that section of this Agreement unless otherwise indicated.


 


(j)          The
words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement
as a whole and not to any particular section or subdivision of this Agreement.


 




    	 	45	 



     


    

 


(k)          In
the event of any change in GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which
would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the
request of the Borrower or the Agent, the Borrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently
and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement
shall continue to provide substantially the same financial tests or restrictions of the Borrower and the Guarantors as in effect
prior to such accounting change, as determined by the Majority Lenders in their good faith judgment. Until such time as such amendment
shall have been executed and delivered by the Borrower, the Guarantors, the Agent and the Majority Lenders, such financial covenants,
ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents,
shall be calculated and reported as if such change had not occurred.


 


(l)          Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification
825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to
value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined
therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting
Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar
result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness
shall at all times be valued at the full stated principal amount thereof, and (iii) without giving effect to any change in accounting
for leases (X) pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases
(Topic 842), or (Y) other changes to GAAP taking effect after the Closing Date, in each case, to the extent such adoption would
require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar
arrangement) would not have been required to be so treated under GAAP as in effect immediately prior to the effectiveness of such
change.


 


(m)          To
the extent that any of the representations and warranties contained in this Agreement or any other Loan Document is qualified by
“Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects”
contained in §§2.12(a)(iv), 2.13(c)(iii), 7.20(a)(ii), 10.8 and 11.2 shall not apply with respect to any such representations
and warranties.


 


§1.3         Currencies;
Currency Equivalents.


 


(a)          At
any time, any reference in the definition of the term “Alternative Currency” or in any other provision of this Agreement
to the Currency of any particular nation shall mean the then lawful currency of such nation at such time whether or not the name
of such Currency is the same as it was on the date of this Agreement.


 




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(b)          The
Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent of Outstanding
Loans denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable Currencies until the next Revaluation Date to occur. Except
for purposes of financial statements delivered hereunder or calculating covenants hereunder or except as otherwise provided herein,
the applicable amount of any Currency (other than Dollars) for purposes of the Loan Documents shall be the Dollar Equivalent of
such amount as so determined by the Agent. All financial statements delivered hereunder and covenants (including the respective
components of such covenants) calculated hereunder by Borrower shall be calculated in Dollars using, for amounts denominated in
currencies other than Dollars, the Spot Rate then in effect or such other rate as may be approved by Agent in its reasonable discretion;
provided, however, that for any such financial statements or covenant calculations that require the determination of Net Operating
Income, Net Income (or Loss), EBITDA, Funds from Operations and/or Adjusted FFO (each, an “Income Component”)
of REIT, Borrower or any of their respective Subsidiaries or Unconsolidated Affiliates, any amounts comprising such Income Components
that are denominated in currencies other than Dollars shall be converted to Dollars using the same exchange rates used by REIT
for its financial statements filed (or to be filed) with the SEC for the applicable period.


 


(c)          For
purposes of determining (i) whether the amount of any Loan, together with all other Loans and Letter of Credit Liabilities then
outstanding, would exceed the aggregate amount of Term Loan Commitments or the Revolving Credit Commitments (as applicable) or
would cause a violation of any covenants contained herein, (ii) the aggregate unutilized amount of the Revolving Credit Commitments,
(iii) the outstanding aggregate principal amount of the Loans or the Letter of Credit Liabilities, and (iv) the Letter of Credit
Liabilities in respect of any Letters of Credit denominated in an Alternative Currency, the outstanding principal amount of any
Alternative Currency Loan or any Letter of Credit Liabilities relating to any Letter of Credit that is denominated in any Alternative
Currency shall be deemed to be the Dollar Equivalent of the amount of the Alternative Currency of such Loan or such Letter of Credit
Liabilities determined by Agent as of the applicable Revaluation Date.


 


(d)          For
purposes of determining, in connection with the borrowing, converting, continuing or prepaying of a Loan hereunder, the termination
of any Commitment hereunder or the issuance, amendment or extension of a Letter of Credit hereunder on any date, any amount (including,
without limitation, any required minimum or multiple amount) is expressed in Dollars, but such Loan or Letter of Credit is denominated
in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to
the nearest 1,000 units of such Alternative Currency), as determined by the Agent or Issuing Lender, as applicable, as of the applicable
Revaluation Date.


 


(e)          The
Agent does not warrant, or accept responsibility for, nor shall the Agent have any liability with respect to, the administration,
submission or any other matter related to the rates in the definition of “LIBOR” or with respect to any comparable
or successor rate thereto. Any determination by the Agent under this section shall be conclusive absent manifest error.


 




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§2.          THE
CREDIT FACILITY.


 


§2.1         Revolving
Credit Loans.


 


(a)          Subject
to the terms and conditions set forth in this Agreement, each of the Revolving Credit Lenders severally agrees to lend to the Borrower,
and the Borrower may borrow (and repay and reborrow), from time to time between the Closing Date and the Revolving Credit Maturity
Date in Dollars or in any Alternative Currency requested by the Borrower upon notice by the Borrower to the Agent given in accordance
with §2.7, such sums as are requested by the Borrower for the purposes set forth in §2.9 up to a maximum aggregate principal
amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) such Lender’s
Revolving Credit Commitment and (ii) such Lender’s Revolving Credit Commitment Percentage of the maximum amount which, when
added to the sum of (1) the amount of all Outstanding Revolving Credit Loans, Term Loans and Swing Loans, (2) the aggregate amount
of Letter of Credit Liabilities and (3) the amount of all other Unsecured Indebtedness of REIT and its Subsidiaries, would not
cause a violation of the covenants set forth in §§9.3 and 9.4; provided, that, (X) the outstanding principal amount
of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall
not at any time exceed the Total Revolving Credit Commitment, (Y) in all events no Default or Event of Default shall have occurred
and be continuing, and (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated
in Swiss Francs shall not at any time exceed $800,000,000.00 (the “Swiss Francs Limit”). Each Revolving Credit
Loan shall be made of the same Currency and Type and made by the Revolving Credit Lenders pro rata in accordance with each Revolving
Credit Lender’s Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute
a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §11 (and, in
the case of any request for a Revolving Credit Loan hereunder on the Closing Date, §10) have been satisfied on the date of
such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written
notice from a Revolving Credit Lender that such conditions have not been satisfied. No Revolving Credit Lender shall have any obligation
to make Revolving Credit Loans to the Borrower or participate in Letter of Credit Liabilities in the maximum aggregate principal
outstanding balance of more than the lesser of the amount equal to its Revolving Credit Commitment Percentage of the Revolving
Credit Commitments and the principal face amount of its Revolving Credit Note.


 


(b)          The
Revolving Credit Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit
C hereto (collectively, the “Revolving Credit Notes”), dated of even date with this Agreement (except as otherwise
provided in §18.3) and completed with appropriate insertions. One Revolving Credit Note shall be payable to the order of each
Revolving Credit Lender in the principal amount equal to such Revolving Credit Lender’s Commitment or, if less, the outstanding
amount of all Revolving Credit Loans made by such Revolving Credit Lender, plus interest accrued thereon, as set forth below. The
Borrower irrevocably authorizes the Agent to make or cause to be made, at or about the time of the Drawdown Date of any Revolving
Credit Loan or the time of receipt of any payment of principal thereof, an appropriate notation on the Agent’s Record reflecting
the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Revolving
Credit Loans set forth on the Agent’s Record shall be prima facie evidence of the principal amount thereof owing and
unpaid to each Revolving Credit Lender, but the failure to record, or any error in so recording, any such amount on the Agent’s
Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Credit Note to make
payments of principal of or interest on any Revolving Credit Note when due. By delivery of this Agreement and any Revolving Credit
Note hereunder, there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or
novation of the Indebtedness evidenced by the Existing Credit Agreement or the “Revolving Credit Notes” described in
the Existing Credit Agreement, which Indebtedness is instead allocated among the Revolving Credit Lenders as of the date hereof
in accordance with their respective Revolving Credit Commitment Percentages, and is evidenced by this Agreement and the Revolving
Credit Notes issued hereunder, and the Revolving Credit Lenders shall as of the date hereof make such adjustments to the outstanding
Revolving Credit Loans of such Revolving Credit Lenders so that such outstanding Revolving Credit Loans are consistent with their
respective Revolving Credit Commitment Percentages. Any and all Revolving Credit Notes issued on the Closing Date in connection
with this Agreement to Lenders holding Revolving Credit Notes issued under the Existing Credit Agreement replace and are in lieu
of such Revolving Credit Notes issued under the Existing Credit Agreement.


 




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§2.2         Commitment
to Lend Term Loan. Subject to the terms and conditions of this Agreement, each of the Term Loan Lenders severally agrees to
lend to the Borrower on the Closing Date a Term Loan denominated in Euro in the maximum principal amount (after giving effect to
all amounts requested) equal to the lesser of (i) such Lender’s Term Loan Commitment and (ii) such Lender’s Term Loan
Commitment Percentage of the maximum amount which, when added to the sum of (1) the amount of all Outstanding Revolving Credit
Loans, Term Loans and Swing Loans, (2) the aggregate amount of Letter of Credit Liabilities and (3) the aggregate amount of all
other Unsecured Indebtedness of REIT and its Subsidiaries, would not cause a violation of the covenants set forth in §§9.3
and 9.4; provided, that, no Default or Event of Default shall have occurred and be continuing. The Term Loans shall be evidenced
by the Term Loan Notes, dated as of even date with this Agreement (except as otherwise provided in §2.11(c) and §18.3).
One Term Loan Note shall be payable to each Term Loan Lender in the principal amount equal to such Term Loan Lender’s Term
Loan Commitment. In addition, any additional Term Loans made as a result of any increase in the Total Term Loan Commitment pursuant
to §2.11 shall be made on the applicable Commitment Increase Date, may be made in Dollars or in any Alternative Currency as
requested by Borrower, and each Term Loan Lender which elects to increase its or acquire a Term Loan Commitment pursuant to §2.11
severally and not jointly agrees to make a Term Loan to the Borrower on such Commitment Increase Date in an amount equal to the
lesser of (a) with respect to any existing Term Loan Lender, the amount by which such Lender’s Term Loan Commitment increases
on the applicable Commitment Increase Date, and with respect to any new Term Loan Lender, the amount of such new Lender’s
Term Loan Commitment, and (b) such Lender’s Term Loan Commitment Percentage of the maximum amount which, when added to the
sum of (1) the amount of all Outstanding Revolving Credit Loans, Term Loans and Swing Loans, (2) the aggregate amount of Letter
of Credit Liabilities and (3) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries, would not
cause a violation of the covenants set forth in §§9.3 and 9.4. No Term Loan Lender shall have any obligation to make
Term Loans to the Borrower in the maximum aggregate principal outstanding balance of more than the principal face amount of its
Term Loan Note. By delivery of this Agreement and any Term Loan Note hereunder, there shall not be deemed to have occurred, and
there has not otherwise occurred, any payment, satisfaction or novation of the Indebtedness evidenced by the Existing Credit Agreement
or the “Term Loan Notes” described in the Existing Credit Agreement, which Indebtedness is instead allocated among
the Term Loan Lenders as of the date hereof in accordance with their respective Term Loan Commitment Percentages, and is evidenced
by this Agreement and the Term Loan Notes issued hereunder, and the Term Loan Lenders shall as of the date hereof make such adjustments
to the outstanding Term Loans of such Term Loan Lenders so that such outstanding Term Loans are consistent with their respective
Term Loan Commitment Percentages. Any and all Term Loan Notes issued on the Closing Date in connection with this Agreement to Lenders
holding Term Loan Notes issued under the Existing Credit Agreement replace and are in lieu of such Term Loan Notes issued under
the Existing Credit Agreement.


 




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§2.3         Unused
Fee; Facility Fee.


 


(a)          Subject
to §2.3(b), the Borrower agrees to pay to the Agent for the account of the Revolving Credit Lenders (other than a Defaulting
Lender for such period of time as such Revolving Credit Lender is a Defaulting Lender) in accordance with their respective Revolving
Credit Commitment Percentages a facility unused fee (the “Unused Fee”) calculated by multiplying the Unused
Fee Percentage applicable to such day, calculated as a per diem rate, times the excess of the Total Revolving Credit Commitment
over the Dollar Equivalent of outstanding principal amount of the Revolving Credit Loans and Letter of Credit Liabilities (but
not the Swing Loans). The Unused Fee shall be payable quarterly in arrears on the first (1st) day of each fiscal quarter for the
immediately preceding fiscal quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall
be reduced or shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date. The Unused
Fee shall be paid in Dollars.


 


(b)          From
and after the date that Agent receives written notice that REIT has first obtained an Investment Grade Rating from at least two
(2) of the Rating Agencies and that Borrower has irrevocably elected to have the Applicable Margin determined pursuant to subparagraph
(b) of the definition of Applicable Margin, the Unused Fee shall no longer accrue (but any accrued Unused Fee shall be payable
as provided in §2.3(a)), and from and thereafter, Borrower agrees to pay to the Agent for the account of the Revolving Credit
Lenders in accordance with their respective Revolving Credit Commitment Percentages a facility fee (the “Facility Fee”)
calculated at the rate per annum set forth below based upon the applicable Credit Rating Level on the Total Revolving Credit Commitment:


 


	Credit Rating Level	 	Facility Fee Rate
	Credit Rating Level 1	 	0.125%
	Credit Rating Level 2	 	0.15%
	Credit Rating Level 3	 	0.20%
	Credit Rating Level 4	 	0.25%
	Credit Rating Level 5	 	0.30%


 


The Facility Fee shall
be calculated for each day and shall be payable quarterly in arrears on the first (1st) day of each fiscal quarter for the immediately
preceding fiscal quarter or portion thereof, and on any earlier date on which the Revolving Credit Commitments shall be reduced
or shall terminate as provided in §2.4, with a final payment on the Revolving Credit Maturity Date. The Facility Fee shall
be paid in Dollars. The Facility Fee shall be determined by reference to the Credit Rating Level in effect from time to time; provided,
however, that no change in the Facility Fee rate resulting from a change in the Credit Rating Level shall be effective until three
(3) Business Days after the date on which the Agent receives written notice of a change.


 




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§2.4         Reduction
and Termination of the Revolving Credit Commitments. The Borrower shall have the right at any time and from time to time upon
five (5) Business Days’ prior written notice to the Agent to (a) reduce by $5,000,000.00 or an integral multiple of $1,000,000.00
in excess thereof or (b) terminate entirely the Revolving Credit Commitments, whereupon the Revolving Credit Commitments of the
Revolving Credit Lenders shall be reduced pro rata in accordance with their respective Revolving Credit Commitment Percentages
of the amount specified in such notice or, as the case may be, terminated, any such termination or reduction to be without penalty
except as otherwise set forth in §4.7; provided, however, that no such termination or reduction shall be permitted
if, after giving effect thereto, the sum of Outstanding Revolving Credit Loans, the Outstanding Swing Loans and the Letter of Credit
Liabilities would exceed the Revolving Credit Commitments of the Revolving Credit Lenders as so terminated or reduced. Promptly
after receiving any notice from the Borrower delivered pursuant to this §2.4, the Agent will notify the Revolving Credit Lenders
of the substance thereof. Any reduction of the Revolving Credit Commitments which results in the Total Revolving Credit Commitment
being less than $500,000,000.00 shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000.00)
in the maximum amount of Letters of Credit (such proportion to be determined based on the amount that the Total Revolving Credit
Commitment is reduced below $500,000,000.00), and the Swing Loan Commitment shall automatically decrease by an amount equal to
ten percent (10%) of the applicable reduction of the Total Revolving Credit Commitment below $500,000,000.00. Upon the effective
date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Revolving Credit
Lenders the full amount of any facility fee under §2.3 then accrued on the amount of the reduction. No reduction or termination
of the Revolving Credit Commitments may be reinstated.


 


§2.5         Swing
Loan Commitment.


 


(a)          Subject
to the terms and conditions set forth in this Agreement, the Swing Loan Lender agrees to lend to the Borrower (the “Swing
Loans”), and the Borrower may borrow (and repay and reborrow), in Dollars only, from time to time between the Closing
Date and the date which is five (5) Business Days prior to the Revolving Credit Maturity Date upon notice by the Borrower to the
Swing Loan Lender given in accordance with this §2.5, such sums as are requested by the Borrower for the purposes set forth
in §2.9 in an aggregate principal amount at any one time outstanding not exceeding the Swing Loan Commitment; provided
that in all events (i) no Default or Event of Default shall have occurred and be continuing; (ii) the outstanding principal amount
of the Revolving Credit Loans and Swing Loans (after giving effect to all amounts requested) plus the Letter of Credit Liabilities
shall not at any time exceed the Total Revolving Credit Commitment, and (iii) the sum of (A) the outstanding principal amount of
the Revolving Credit Loans, Term Loans and Swing Loans, plus the Letter of Credit Liabilities and (B) the aggregate amount of all
other Unsecured Indebtedness of REIT and its Subsidiaries shall not cause a violation of the covenants set forth in §§9.3,
or 9.4. Notwithstanding anything to the contrary contained in this §2.5, the Swing Loan Lender shall not be obligated to make
any Swing Loan at a time when any other Revolving Credit Lender is a Defaulting Lender, unless the Swing Loan Lender is satisfied
that the participation therein will otherwise be fully allocated to the Revolving Credit Lenders that are Non-Defaulting Lenders
consistent with §2.13(c) and the Defaulting Lender shall not participate therein, except to the extent the Swing Loan Lender
has entered into arrangements with the Borrower or such Defaulting Lender that are satisfactory to the Swing Loan Lender in its
good faith determination to eliminate the Swing Loan Lender’s Fronting Exposure with respect to any such Defaulting Lender,
including the delivery of cash collateral. Swing Loans shall constitute “Revolving Credit Loans” for all purposes hereunder.
The funding of a Swing Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions
set forth in §11 have been satisfied on the date of such funding. The Swing Loan Lender may assume that the conditions in
§11 have been satisfied unless the Swing Loan Lender has received written notice from a Revolving Credit Lender that such
conditions have not been satisfied. Each Swing Loan shall be due and payable within five (5) Business Days of the date such Swing
Loan was provided and the Borrower hereby agrees (to the extent not repaid as contemplated by §2.5(d)) to repay each Swing
Loan on or before the date that is five (5) Business Days from the date such Swing Loan was provided. A Swing Loan may not be refinanced
with another Swing Loan.


 




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(b)          The
Swing Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit D hereto
(the “Swing Loan Note”), dated the date of this Agreement and completed with appropriate insertions. The Swing
Loan Note shall be payable to the order of the Swing Loan Lender in the principal face amount equal to the Swing Loan Commitment
and shall be payable as set forth below. The Borrower irrevocably authorizes the Swing Loan Lender to make or cause to be made,
at or about the time of the Drawdown Date of any Swing Loan or at the time of receipt of any payment of principal thereof, an appropriate
notation on the Swing Loan Lender’s Record reflecting the making of such Swing Loan or (as the case may be) the receipt of
such payment. The outstanding amount of the Swing Loans set forth on the Swing Loan Lender’s Record shall be prima facie
evidence of the principal amount thereof owing and unpaid to the Swing Loan Lender, but the failure to record, or any error in
so recording, any such amount on the Swing Loan Lender’s Record shall not limit or otherwise affect the obligations of the
Borrower hereunder or under the Swing Loan Note to make payments of principal of or interest on any Swing Loan Note when due. By
delivery of this Agreement and any Swing Line Note hereunder, there shall not be deemed to have occurred, and there has not otherwise
occurred, any payment, satisfaction or novation of the Indebtedness evidenced by the Existing Credit Agreement or the “Swing
Line Note” described in the Existing Credit Agreement. Any and all Swing Loan Notes issued on the Closing Date in connection
with this Agreement to Lenders holding Swing Loan Notes issued under the Existing Credit Agreement replace and are in lieu of such
Swing Loan Notes issued under the Existing Credit Agreement.


 


(c)          The
Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Loan Request executed by an Authorized Officer no
later than 11:00 a.m. (Cleveland time) on the requested Drawdown Date specifying the amount of the requested Swing Loan (which
shall be in the minimum amount of $1,000,000.00) and providing the wire instructions for the delivery of the Swing Loan proceeds.
The Loan Request shall also contain the statements and certifications required by §2.7. Each such Loan Request shall be irrevocable
and binding on the Borrower and shall obligate the Borrower to accept such Swing Loan on the Drawdown Date. Notwithstanding anything
herein to the contrary, a Swing Loan shall be a Base Rate Loan and shall bear interest at the Base Rate plus the Applicable Margin.
The proceeds of the Swing Loan will be disbursed by wire by the Swing Loan Lender to the Borrower no later than 1:00 p.m. (Cleveland
time).


 




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(d)          The
Swing Loan Lender shall, within five (5) Business Days after the Drawdown Date with respect to such Swing Loan, request each Revolving
Credit Lender to make a Revolving Credit Loan pursuant to §2.1 in an amount equal to such Lender’s Revolving Credit
Commitment Percentage of the amount of the Swing Loan outstanding on the date such notice is given. In the event that the Borrower
does not notify the Agent in writing otherwise on or before noon (Cleveland Time) on the Business Day of the Drawdown Date with
respect to such Swing Loan, the Agent shall notify the Revolving Credit Lenders that such Revolving Credit Loan shall be a LIBOR
Rate Loan with an Interest Period of one (1) month, provided that the making of such LIBOR Rate Loan will not be in contravention
of any other provision of this Agreement, or if the making of a LIBOR Rate Loan would be in contravention of this Agreement, then
such notice shall indicate that such loan shall be a Base Rate Loan. The Borrower hereby irrevocably authorizes and directs the
Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to the Agent for the benefit of the Swing Loan Lender
pursuant to this §2.5(d) shall be considered a Revolving Credit Loan pursuant to §2.1. Unless any of the events described
in §12.1(g), 12.1(h) or 12.1(i) shall have occurred (in which event the procedures of §2.5(e) shall apply), each Revolving
Credit Lender shall make the proceeds of its Revolving Credit Loan available to the Swing Loan Lender for the account of the Swing
Loan Lender at the Agent’s Head Office prior to 12:00 noon (Cleveland time) in Same Day Funds no later than one (1) Business
Day after the date such request was made by the Swing Loan Lender just as if the Revolving Credit Lenders were funding directly
to the Borrower, so that thereafter such Obligations shall be evidenced by the Revolving Credit Notes. The proceeds of such Revolving
Credit Loan shall be immediately applied to repay the Swing Loans.


 


(e)          If
for any reason a Swing Loan cannot be refinanced by a Revolving Credit Loan pursuant to §2.5(d), each Revolving Credit Lender
will, on the date such Revolving Credit Loan pursuant to §2.5(d) was to have been made, purchase an undivided participation
interest in the Swing Loan in an amount equal to its Revolving Credit Commitment Percentage of such Swing Loan. Each Revolving
Credit Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation
and upon receipt thereof the Swing Loan Lender will deliver to such Revolving Credit Lender a Swing Loan participation certificate
dated the date of receipt of such funds and in such amount.


 


(f)          The
Agent shall notify the Borrower of any Revolving Credit Loans made pursuant to §2.5(d) or participations in any Swing Loan
acquired pursuant to §2.5(e), and thereafter payments in respect of such Swing Loan shall be made to the Agent and not to
the Swing Loan Lender. Subject to §2.13, any amounts received by the Swing Loan Lender from the Borrower (or other party on
behalf of the Borrower) in respect of a Swing Loan after receipt by the Swing Loan Lender of the proceeds of Revolving Credit Loans
made pursuant to §2.5(d) with respect to such Swing Loan shall be remitted to the Agent, and be promptly remitted by the Agent
to the Revolving Credit Lenders that shall have made such Revolving Credit Loans pursuant to §2.5(d) and to the Swing Loan
Lender, as their interests may appear; provided, however, that in the event that such payment received by the Swing
Loan Lender is required to be returned, such Revolving Credit Lender will return to the Swing Loan Lender any portion thereof previously
distributed by the Swing Loan Lender to it. Subject to §2.13, whenever at any time after the Swing Loan Lender has received
from any Revolving Credit Lender such Revolving Credit Lender’s participation interest in a Swing Loan, the Swing Loan Lender
receives any payment on account thereof, the Swing Loan Lender will distribute to such Revolving Credit Lender its participation
interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such
Revolving Credit Lender’s participating interest was outstanding and funded); provided, however, that in the
event that such payment received by the Swing Loan Lender is required to be returned, such Revolving Credit Lender will return
to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it.


 




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(g)          Each
Revolving Credit Lender’s obligation to fund a Revolving Credit Loan as provided in §2.5(d) or to purchase participation
interests pursuant to §2.5(e) shall be absolute and unconditional and shall not be affected by any circumstance, including,
without limitation, (a) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the
Borrower may have against the Swing Loan Lender, the Borrower or anyone else for any reason whatsoever; (b) the occurrence or continuance
of a Default or an Event of Default; (c) any adverse change in the condition (financial or otherwise) of REIT or any of its Subsidiaries;
(d) any breach of this Agreement or any of the other Loan Documents by the Borrower or any Guarantor or any Lender; or (e) any
other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any portions of a Swing Loan
not so purchased or converted may be treated by the Agent and the Swing Loan Lender as against such Revolving Credit Lender as
a Revolving Credit Loan which was not funded by the non-purchasing Revolving Credit Lender, thereby making such Revolving Credit
Lender a Defaulting Lender. Each Swing Loan, once so sold or converted, shall cease to be a Swing Loan for the purposes of this
Agreement, but shall be a Revolving Credit Loan made by each Revolving Credit Lender under its Revolving Credit Commitment.


 


§2.6         Interest
on Loans.


 


(a)          Each
Revolving Credit Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the
date on which such Revolving Credit Base Rate Loan is repaid or converted to a Revolving Credit LIBOR Rate Loan at the rate per
annum equal to the sum of the Base Rate plus the Applicable Margin for Revolving Credit Base Rate Loans.


 


(b)          Each
Revolving Credit LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the
last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest
Period plus the Applicable Margin for Revolving Credit LIBOR Rate Loans.


 


(c)          Each
Term Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which
such Term Base Rate Loan is repaid or is converted to a Term LIBOR Rate Loan at a rate per annum equal to the sum of the Base Rate
plus the Applicable Margin for Term Base Rate Loans.


 


(d)          Each
Term LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of
each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus
the Applicable Margin for Term LIBOR Rate Loans.


 




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(e)          The
Borrower promises to pay, in each case in the applicable Currency in which such Loan is denominated, interest on each Loan in arrears
on each Interest Payment Date with respect thereto.


 


(f)          Base
Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1.


 


Notwithstanding anything
to the contrary contained herein, all Alternative Currency Loans shall be LIBOR Rate Loans (except to the extent any such Alternative
Currency LIBOR Rate Loan is converted to an Alternate Rate Loan pursuant to the express provisions of this Agreement, in which
event such Alternate Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date
on which such Alternate Rate Loan is repaid or converted to a LIBOR Rate Loan at the rate per annum equal to the sum of the Alternate
Rate plus the Applicable Margin for LIBOR Rate Loans).


 


§2.7         Requests
for Revolving Credit Loans. Except with respect to the initial Revolving Credit Loan on the Closing Date, if any, the Borrower
shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit E hereto (or telephonic
notice confirmed in writing in the form of Exhibit E hereto) of each Revolving Credit Loan requested hereunder (a “Loan
Request”) by 11:00 a.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Revolving
Credit Base Rate Loans, and three (3) Business Days prior to the proposed Drawdown Date with respect to Revolving Credit LIBOR
Rate Loans. Each such notice shall specify with respect to the requested Revolving Credit Loan the proposed principal amount of
such Revolving Credit Loan, the Type of Revolving Credit Loan (provided that all Alternative Currency Loans shall be LIBOR Loans),
the Currency in which such Loan is to be made, the initial Interest Period (if applicable) for such Revolving Credit Loan and the
Drawdown Date. Each such notice shall also contain (a) a general statement as to the purpose for which such advance shall
be used (which purpose shall be in accordance with the terms of §2.9) and (b) a certification by the chief executive
officer, president or chief financial officer of the Borrower that the Borrower and Guarantors (including any Unencumbered Property
Subsidiary) are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such
Revolving Credit Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Lenders thereof.
Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving
Credit Loan requested from the Revolving Credit Lenders on the proposed Drawdown Date. Nothing herein shall prevent the Borrower
from seeking recourse against any Revolving Credit Lender that fails to advance its proportionate share of a requested Revolving
Credit Loan as required by this Agreement. Each Loan Request shall be (x) for a Revolving Credit Base Rate Loan in a minimum
aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; or (y) for a Revolving Credit
LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof; provided,
however, that there shall be no more than eight (8) LIBOR Rate Loans outstanding at any one time. Any consent given by a
Lender to the Agent to fund in a particular Alternative Currency shall be binding on such Lender and the Agent may conclusively
assume the effectiveness thereof absent receipt of notice to the contrary from any such Lender. If Borrower fails to specify a
Currency in a Loan Request requesting a Revolving Credit Loan, then the requested Revolving Credit Loan shall be made in Dollars.


 




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§2.8         Funds
for Loans.


 


(a)          Not
later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans denominated in
Dollars, each of the applicable Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent,
at the Agent’s Head Office, in Same Day Funds in the applicable Currency, the amount of such Lender’s applicable Commitment
Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1 or §2.2, as applicable. In the
case of a borrowing denominated in an Alternative Currency, each of the applicable Revolving Credit Lenders or Term Loan Lenders,
as applicable, will make available to the Agent, at the Agent’s Head Office, in Same Day Funds in the applicable Currency
not later than the Applicable Time specified by the Agent on the Business Day specified in the applicable Loan Request. A Lender
at its option may, upon reasonable prior notice to Agent, make a LIBOR Rate Loan by causing any U.S. or non-U.S. branch or Affiliate
of such Lender to make such Loan and any exercise of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement. Upon receipt from each such Revolving Credit Lender or Term Loan Lender, as
applicable, of such amount, and upon receipt of the documents required by §11 (and in connection with the making of the initial
Loan on the Closing Date, §10) and the satisfaction of the other conditions set forth therein, to the extent applicable, the
Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the
Agent by the Revolving Credit Lenders or Term Loan Lenders, as applicable, by crediting such amount to the account of the Borrower
maintained at the Agent’s Head Office. The failure or refusal of any Revolving Credit Lender or Term Loan Lender to make
available to the Agent at the aforesaid time and place on any Drawdown Date, or on the Closing Date or Commitment Increase Date
(if applicable) with respect to any Term Loans, the amount of its Commitment Percentage of the requested Loans shall not relieve
any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the
amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans
that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so
failing or refusing.


 


(b)          Unless
the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans, or on the
Closing Date or Commitment Increase Date (if applicable) with respect to any Term Loans, that such Lender will not make available
to Agent (in the applicable Currency) such Lender’s Revolving Credit Commitment Percentage of a proposed Revolving Credit
Loan or Term Loans, Agent may in its discretion assume that such Lender has made such Loan available to Agent (in the applicable
Currency) in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption
make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such
Lender does not pay such corresponding amount in the applicable Currency upon the Agent’s demand therefor, the Agent will
promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also
be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of
each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding
amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii)
from a Lender at the Federal Funds Effective Rate plus one percent (1%), plus with respect to any payment to be made by a Lender
that is denominated in an Alternative Currency, the cost to Agent of funding such amount (as determined by Agent).


 




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§2.9         Use
of Proceeds. The Borrower will use the proceeds of the Loans solely for (a) payment of closing costs in connection with this
Agreement, (b) repayment of Indebtedness, (c) acquisitions of fee simple ownership of Real Estate or Real Estate subject to a Ground
Lease and other Investments permitted under the Loan Documents, and (d) general corporate and working capital purposes, including,
without limitation, acquisitions, capital expenditures, distributions, joint ventures, note purchases, share repurchases and other
lawful corporate purposes.


 


§2.10       Letters
of Credit.


 


(a)          Subject
to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the day
that is ninety (90) days prior to the Revolving Credit Maturity Date, the Issuing Lender shall issue such Letters of Credit in
Dollars (or, if available as determined by the applicable Issuing Lender in its sole discretion, in Alternative Currencies) as
the Borrower may request upon the delivery of a written request in the form of Exhibit F hereto (a “Letter of Credit
Request”) to the relevant Issuing Lender, provided that (i) no Default or Event of Default shall have occurred
and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Liabilities shall not exceed the Letter of
Credit Sublimit, (iii) in no event shall (A) the sum of the outstanding principal amount of the Revolving Credit Loans, Swing Loans
and Letter of Credit Liabilities (after giving effect to any requested Letters of Credit) exceed the Total Revolving Credit Commitment,
and (B) the sum of the (1) outstanding principal amount of the Revolving Credit Loans, Term Loans, Swing Loans and Letter of Credit
Liabilities (after giving effect to any requested Letters of Credit), and (2) the aggregate amount of all other Unsecured Indebtedness
of REIT and its Subsidiaries cause a violation of the covenants set forth in §§9.3 or 9.4, (iv) the conditions set forth
in §11 (and, in connection with any request for the issuance of any Letters of Credit on the Closing Date, §10) shall
have been satisfied, and (v) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent
drawing under such Letter of Credit. Notwithstanding anything to the contrary contained in this §2.10, the Issuing Lender
shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Revolving Credit
Lender is a Defaulting Lender, unless the Issuing Lender is satisfied that the participation therein will otherwise be fully allocated
to the Revolving Credit Lenders that are Non-Defaulting Lenders consistent with §2.13(c) and the Defaulting Lender shall have
no participation therein, except to the extent the Issuing Lender has entered into arrangements with the Borrower or such Defaulting
Lender which are satisfactory to the Issuing Lender in its good faith determination to eliminate the Issuing Lender’s Fronting
Exposure with respect to any such Defaulting Lender, including the delivery of cash collateral. The Issuing Lender may assume that
the conditions in §11 have been satisfied unless it receives written notice from a Revolving Credit Lender that such conditions
have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the Borrower. The Issuing
Lender shall be entitled to conclusively rely on such Person’s authority to request a Letter of Credit on behalf of the Borrower.
The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The
Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Required Revolving
Credit Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance
of the Letter of Credit and ending one year after the date of issuance thereof (or such longer period as Issuing Lender may approve);
provided, however, that a Letter of Credit may contain a provision providing for the automatic extension of the expiration date
in the absence of a notice of non-renewal from the Issuing Lender but, subject to the following proviso, in no event shall any
such provision permit the extension of the expiration date of such Letter of Credit beyond the Revolving Credit Maturity Date;
provided further, that a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic
extension provision, have an expiration of not more than one year beyond the Revolving Credit Maturity Date so long as the Borrower
delivers to the Issuing Lender no later than thirty (30) days prior to the Revolving Credit Maturity Date cash collateral for such
Letter of Credit for deposit into the Collateral Account in an amount equal to the maximum amount available to be drawn under such
Letter of Credit or other credit support acceptable to such Issuing Lender. The amount available to be drawn under any Letter of
Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Revolving Credit Commitment as
a Revolving Credit Loan.


 




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(b)          Each
Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the
Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit
Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall
be in accordance with the terms of this Agreement), and (ii) a certification by the chief financial officer of the Borrower
that the Borrower and Guarantors (including any Unencumbered Property Subsidiary) are and will be in compliance with all covenants
under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the
Issuing Lender such additional applications (which application as of the date hereof for KeyBank is in the form of Exhibit G
attached hereto) and documents as the Issuing Lender may require, in conformity with the then standard practices of its letter
of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict
between the terms of any such additional application(s) and this Agreement, the terms of this Agreement shall control.


 


(c)          The
Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5) Business
Days following receipt of the documents last due pursuant to §2.10(b). Each Letter of Credit shall be in form and substance
reasonably satisfactory to the Issuing Lender in its reasonable discretion. The Issuing Lender shall promptly notify the Agent
of the issuance of each Letter of Credit.


 


(d)          Upon
the issuance of a Letter of Credit, each Revolving Credit Lender shall be deemed to have purchased a participation therein from
the Issuing Lender in an amount equal to its respective Revolving Credit Commitment Percentage of the amount of such Letter of
Credit. No Revolving Credit Lender’s obligation to participate in a Letter of Credit shall be affected by any other Revolving
Credit Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit.


 




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(e)          Upon
the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit
fronting fee calculated at the rate equal to one-eighth of one percent (0.125%) of the face amount of such Letter of Credit (which
fee shall not be less than $1,500 in any event) and an administrative charge of $250, and (ii) for the accounts of the Revolving
Credit Lenders that are Non-Defaulting Lenders (including the Issuing Lender) in accordance with their respective percentage shares
of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate per annum equal to the Applicable Margin
then applicable to LIBOR Rate Loans on the face amount of such Letter of Credit. Such fees shall be payable in quarterly installments
in arrears with respect to each Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing
on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the Revolving Credit Commitments
shall terminate and on the expiration or return of any Letter of Credit. In addition, the Borrower shall pay to the Issuing Lender
for its own account within five (5) days of demand of the Issuing Lender the standard issuance, documentation and service charges
for Letters of Credit issued from time to time by the Issuing Lender.


 


(f)          In
the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, (i) the Issuing Lender shall notify Agent
of the amount drawn and the Letter of Credit to which such amount relates, (ii) the Borrower shall reimburse the Issuing Lender
by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement (the Borrower being
deemed to have requested a Revolving Credit Base Rate Loan on such date in an amount equal to the Dollar Equivalent of the amount
of such drawing and such amount drawn shall be treated as an outstanding Revolving Credit Base Rate Loan under this Agreement)
and (iii) the Agent shall promptly notify each Revolving Credit Lender by telecopy, email, telephone (confirmed in writing) or
other similar means of transmission, and each Revolving Credit Lender shall promptly and unconditionally pay to the Agent, for
the Issuing Lender’s own account, an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage
of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Revolving Credit Lender shall not make such
amount available on the Business Day on which such draw is funded, such Revolving Credit Lender agrees to pay such amount to the
Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date
on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the
Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1%) for each day thereafter. Further,
such Revolving Credit Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving
Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to
the Agent to fund the amount of any drawn Letter of Credit which such Revolving Credit Lender was required to fund pursuant to
this §2.10(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure
or refusal, the Revolving Credit Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts
as provided in §12.5. The failure of any Revolving Credit Lender to make funds available to the Agent in such amount shall
not relieve any other Revolving Credit Lender of its obligation hereunder to make funds available to the Agent pursuant to this
§2.10(f).


 




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(g)          If
after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding of any portion
thereof by a Revolving Credit Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit
Loan, each Revolving Credit Lender will, on the date such Revolving Credit Loan pursuant to §2.10(f) was to have been made,
purchase an undivided participation interest in the Letter of Credit in an amount equal to its Revolving Credit Commitment Percentage
of the amount of such Letter of Credit in the applicable Currency. Each Revolving Credit Lender will immediately transfer to the
Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will
deliver to such Revolving Credit Lender a Letter of Credit participation certificate dated the date of receipt of such funds and
in such amount.


 


(h)          Whenever
at any time after the Issuing Lender has received from any Revolving Credit Lender any such Revolving Credit Lender’s payment
of funds under a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender
will distribute to such Revolving Credit Lender its participation interest in such amount (appropriately adjusted in the case of
interest payments to reflect the period of time during which such Revolving Credit Lender’s participation interest was outstanding
and funded); provided, however, that in the event that such payment received by the Issuing Lender is required to
be returned, such Revolving Credit Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing
Lender to it.


 


(i)          The
issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all
respects the same as the issuance of a new Letter of Credit.


 


(j)          The
Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither the Agent,
the Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal
effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit,
even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or
purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part,
which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of any Letter of Credit to comply
fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable, telecopy, email or otherwise; (v) errors in interpretation
of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a
beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) the misapplication by
the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) any consequences
arising from causes beyond the control of the Agent or any Lender. None of the foregoing will affect, impair or prevent the vesting
of any of the rights or powers granted to the Agent, the Issuing Lender or the Lenders hereunder. In furtherance and extension
and not in limitation or derogation of any of the foregoing, any act taken or omitted to be taken by the Agent, the Issuing Lender
or the other Lenders in good faith will be binding on the Borrower and will not put the Agent, the Issuing Lender or the other
Lenders under any resulting liability to the Borrower; provided nothing contained herein shall relieve the Issuing Lender
for liability to the Borrower arising as a result of the gross negligence or willful misconduct of the Issuing Lender as determined
by a final non-appealable judgment of a court of competent jurisdiction.


 




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§2.11       Increase
in Total Commitment.


 


(a)          Subject
to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time
before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity
Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment
by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the
“Commitment Increase”), provided that any such individual increase must be in a minimum amount of $20,000,000.00
and increments of $5,000,000.00 in excess thereof, and the Total Commitment shall not exceed $1,750,000,000.00. Upon receipt of
any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid
to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection
with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding
Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by Borrower and
Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional
Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment
and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving
Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term
Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the
additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such
deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the
Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable,
who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower.
If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide
the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested
by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions
(which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender and/or
Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable.
The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount,
if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving
Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan
Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase
and/or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In
no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment.


 




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(b)          On
any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving
Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans
owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect
after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation
interests of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those
Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent (in each
case, in the applicable Currency for such Revolving Credit Loans) and the funds so advanced shall be distributed among the Revolving
Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation
of the outstanding Revolving Credit Loans. The funds so advanced in Dollars shall be Base Rate Loans or LIBOR Rate Loans, in accordance
with the request of the Borrower, and the funds so advanced in an Alternative Currency shall be LIBOR Rate Loans which are allocated
among all Lenders based on their Revolving Credit Commitment Percentages. To the extent such reallocation results in certain Lenders
receiving funds which are applied to LIBOR Rate Loans prior to the last day of the applicable Interest Period, then the Borrower
shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties
agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment,
as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received
by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal
of LIBOR Rate Loans held by such Lender.


 


(c)          Upon
the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise
Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase
and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each
Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note or Term Loan Note,
as applicable, shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note,
as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which
shall be surrendered by such Lenders. Such new Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that
they are replacements for the surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, and that they do not constitute
a novation, shall be dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the
replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection with the issuance of any new Revolving Credit
Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel,
addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit
Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to the
opinion delivered in connection with the first disbursement under this Agreement or otherwise in form and substance reasonably
satisfactory to the Agent. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be canceled and
returned to the Borrower.


 




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(d)          Notwithstanding
anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase the Total Revolving
Credit Commitment, and/or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant
to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to
the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:


 


(i)          Payment
of Activation Fee. The Borrower shall pay (A) to the Agent and KCM those fees described in and contemplated by the Agreement
Regarding Fees with respect to the applicable Commitment Increase, and (B) to KCM such facility fees as the Revolving Credit Lenders
or Term Loan Lenders who are providing an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, may require
to increase the aggregate Revolving Credit Commitment or Term Loan Commitment, as applicable, which fees shall, when paid, be fully
earned and non-refundable under any circumstances. KCM shall pay to the Lenders acquiring the applicable Commitment Increase certain
fees pursuant to their separate agreement; and


 


(ii)         No
Default. On the date any such increase becomes effective, both immediately before and after the Total Revolving Credit Commitment
or Total Term Loan Commitment is increased, there shall exist no Default or Event of Default; and


 


(iii)        Representations
True. The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by
or on behalf of the Borrower, the Guarantors or the Unencumbered Property Subsidiaries in connection therewith or after the date
thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material
respects on the date of such Increase Notice and on the date the Total Revolving Credit Commitment or Total Term Loan Commitment
is increased (although any representations and warranties which expressly relate to a given date or period shall be required only
to be true and correct in all material respects as of the respective date or for the respective period, as the case may be) (in
each case, without duplication of any materiality qualifier contained therein), both immediately before and after the Total Revolving
Credit Commitment or Total Term Loan Commitment is increased; and


 


(iv)        Beneficial
Ownership Certification. If requested by the Agent or any Lender, the Borrower shall have delivered, at least five (5) Business
Days prior to the Commitment Increase Date, to the Agent (and any such Lender) a completed and executed Beneficial Ownership Certification;
and


 


(v)         Additional
Documents and Expenses. The Borrower and the Guarantors shall execute and deliver to the Agent and the Lenders such additional
documents, instruments, certifications and opinions as the Agent may reasonably require (including, without limitation, in the
case of the Borrower, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set
forth in the Loan Documents after giving effect to the increase).


 




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§2.12       Extension
of Revolving Credit Maturity Date.


 


(a)          The
Borrower shall have the right and option to extend the Revolving Credit Maturity Date in respect of the Total Revolving Credit
Commitment or portion thereof in accordance with §2.4 (as determined by the Borrower in its sole discretion) a total of two
(2) times for a period of six (6) months each time upon satisfaction of the following conditions precedent, which must be satisfied
prior to the effectiveness of any extension of the Revolving Credit Maturity Date:


 


(i)          Extension
Request. The Borrower shall deliver written notice of such request to extend the Revolving Credit Maturity Date (the “Extension
Request”) to the Agent not earlier than the date which is one hundred twenty (120) days and not later than the date which
is thirty (30) days prior to the then-applicable Revolving Credit Maturity Date (as determined without regard to such extension)
and which notice shall specify the aggregate amount of the Revolving Credit Commitments the Borrower elects to so extend (provided
that any reduction of the Revolving Credit Commitments shall be in accordance with §2.4).


 


(ii)         Payment
of Extension Fee. The Borrower shall pay to the Agent for the pro rata accounts of the Revolving Credit Lenders in accordance
with their respective Revolving Credit Commitments an extension fee in an amount equal to seven and one-half (7.5) basis points
on the Total Revolving Credit Commitment in effect on the then-applicable Revolving Credit Maturity Date (as determined without
regard to such extension) or on the portion thereof to be extended pursuant to the Extension Request, which fee shall, when paid,
be fully earned and non-refundable under any circumstances.


 


(iii)        No
Default. On the date of such extension, there shall exist no Default or Event of Default.


 


(iv)        Beneficial
Ownership Certification. If requested by the Agent or any Lender, the Borrower shall have delivered, at least five (5) Business
Days prior to the date of such extension, to the Agent (and any such Lender) a completed and executed Beneficial Ownership Certification.


 


(v)         Representations
and Warranties. The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise
made by or on behalf of the Borrower, the Guarantors or the Unencumbered Property Subsidiaries in connection therewith or after
the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all
material respects on the date of such extension (although any representations and warranties which expressly relate to a given
date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective
period, as the case may be) (in each case, without duplication of any materiality qualified contained therein).


 




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For purposes of clarity,
if the Borrower exercises its first right and option as provided above to extend the Revolving Credit Maturity Date pursuant to
this §2.12 (the “First Extension Option”), the Revolving Credit Maturity Date shall be extended to February 1,
2024, and if the Borrower subsequently exercises its second right and option as provided above to extend the Revolving Credit Maturity
Date pursuant to this §2.12 (the “Second Extension Option”), then the Revolving Credit Maturity Date shall be
extended to August 1, 2024. Borrower may only exercise the Second Extension Option if it has exercised the First Extension Option
in accordance with this §2.12. Any extension of the Revolving Credit Maturity Date pursuant to this §2.12 shall become
effective on the day that all the conditions in this §2.12 with respect to such Extension Request are satisfied (which may
be prior to the then-applicable Revolving Credit Maturity Date), provided that such conditions must be satisfied within the time
period provided in each such condition, and, in any event, on or prior to the then-applicable Revolving Credit Maturity Date (as
determined without regard to such extension).


 


§2.13       Defaulting
Lenders.


 


(a)          If
for any reason any Lender shall be a Defaulting Lender, then, in addition to the rights and remedies that may be available to the
Agent or the Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration
of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent
to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Lenders, the
Required Revolving Credit Lenders, the Required Term Loan Lenders or all of the Lenders, shall be suspended during the pendency
of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to the Agent of any
amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights
and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall
be entitled (i) to collect interest from such Defaulting Lender on such delinquent payment for the period from the date on which
the payment was due until the date on which the payment is made at the Federal Funds Effective Rate plus one percent (1%), (ii)
to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable
to such Defaulting Lender under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting
Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the
Agent in respect of a Defaulting Lender’s Loans shall be applied as set forth in §2.13(d).


 




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(b)          Any
Non-Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire all or a portion of a Defaulting Lender’s
Commitments. Any Lender desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner
than two (2) Business Days and not later than five (5) Business Days after such Defaulting Lender became a Defaulting Lender. If
more than one Lender exercises such right, each such Lender shall have the right to acquire an amount of such Defaulting Lender’s
Commitments in proportion to the Commitments of the other Lenders exercising such right. If after such fifth Business Day, the
Lenders have not elected to purchase all of the Commitments of such Defaulting Lender, then the Borrower (so long as no Default
or Event of Default exists) or the Majority Lenders may, by giving written notice thereof to the Agent, such Defaulting Lender
and the other Lenders, demand that such Defaulting Lender assign its Commitments to an eligible assignee subject to and in accordance
with the provisions of §18.1 for the purchase price provided for below. No party hereto shall have any obligation whatsoever
to initiate any such replacement or to assist in finding an eligible assignee. Upon any such purchase or assignment, and any such
demand with respect to which the conditions specified in §18.1 have been satisfied, the Defaulting Lender’s interest
in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to
the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase,
and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest to
the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement. If such Defaulting Lender does
not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement and/or such other documentation reasonably
requested by the Agent to surrender and transfer such interest to the purchaser or assignee thereof within a period of time deemed
reasonable by the Agent after the later of (i) the date on which such purchaser or assignee executes and delivers such Assignment
and Acceptance Agreement and/or such other documentation and (ii) the date on which the Defaulting Lender receives all payments
required to be paid to it by this §2.13(b), then such Defaulting Lender shall, to the extent permissible by Applicable Law,
be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other documentation as of such date
and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Acceptance Agreement and/or such
other documentation on behalf of such Defaulting Lender. The purchase price for the Commitments of a Defaulting Lender shall be
equal to the amount of the principal balance of the Loans (including the Dollar Equivalent of any Alternative Currency Loans) outstanding
and owed by the Borrower to the Defaulting Lender plus any accrued but unpaid interest thereon (but not on accrued and unpaid fees).
Prior to payment of such purchase price to a Defaulting Lender, the Agent shall apply against such purchase price any amounts retained
by the Agent pursuant to §2.13(d).


 


(c)          During
any period in which there is a Defaulting Lender, all or any part of such Defaulting Lender’s obligation to acquire, refinance
or fund participations in Letters of Credit pursuant to §2.10(g) or Swing Loans pursuant to §2.5(e) shall be reallocated
among the Revolving Credit Lenders that are Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment
Percentages (computed without giving effect to the Revolving Credit Commitment of such Defaulting Lender); provided that (i) each
such reallocation shall be given effect only if, at the time of such reallocation, the conditions set forth in §§10 and
11, as applicable, are satisfied or waived in writing (and, unless the Borrower shall have notified the Agent at such time, the
Borrower shall be deemed to have represented and warranted that such conditions are satisfied at the time), and (ii) the aggregate
obligation of each Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters
of Credit and Swing Loans shall not exceed the positive difference, if any, of (A) the Revolving Credit Commitment of that Non-Defaulting
Lender minus (B) the sum of (1) the aggregate outstanding principal amount of the Revolving Credit Loans of that Lender plus (2)
such Lender’s pro rata portion in accordance with its Revolving Credit Commitment Percentage of outstanding Letter of Credit
Liabilities and Swing Loans. Subject to §34, no reallocation hereunder shall constitute a waiver or release of any claim of
any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim
of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 




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(d)          Any
payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account of such
Defaulting Lender pursuant to §13), shall be applied at such time or times as may be determined by the Agent as follows: first,
to the payment of any amounts owing by such Defaulting Lender to the Agent (other than with respect to Letter of Credit Liabilities)
hereunder (including, without limitation, in the case of a payment made by such Defaulting Lender that is denominated in an Alternative
Currency, the cost to the Agent of funding such payment (as determined by the Agent)); second, to the payment of any amounts owing
by such Defaulting Lender to the Issuing Lender (with respect to Letter of Credit Liabilities) and/or the Swing Loan Lender hereunder;
third, if so determined by the Agent or requested by the Issuing Lender or the Swing Loan Lender, to be held as cash collateral
for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan; fourth, as
the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so
determined by the Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to
(x) satisfy obligations of such Defaulting Lender to fund Loans or participations under this Agreement and (y) be held as cash
collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit or Swing Loan;
sixth, to the payment of any amounts owing to the Agent or the Lenders (including the Issuing Lender and the Swing Loan Lender)
as a result of any judgment of a court of competent jurisdiction obtained by the Agent or any Lender (including the Issuing Lender
and the Swing Loan Lender) against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower
as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of
any Revolving Credit Loans, Term Loans or funded participations in Letters of Credit or Swing Loans in respect of which such Defaulting
Lender has not fully funded its appropriate share and (ii) such Revolving Credit Loans, Term Loans or funded participations in
Letters of Credit or Swing Loans were made at a time when the conditions set forth in §§10 and 11, to the extent required
by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans or Term Loans
of, and funded participations in Letters of Credit or Swing Loans owed to, all Non-Defaulting Lenders on a pro rata basis until
such time as all Revolving Credit Loans, Term Loans and funded and unfunded participations in Letters of Credit and Swing Loans
are held by the Revolving Credit Lenders and Term Loan Lenders, as applicable, pro rata in accordance with their Revolving Credit
Commitment Percentages or Term Loan Commitment Percentages, as applicable, without regard to §2.13(c), prior to being applied
to the payment of any Revolving Credit Loans or Term Loans of, or funded participations in Letters of Credit or Swing Loans owed
to, such 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 or to post cash collateral pursuant to this §2.13(d) shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto, and to the extent allocated to the
repayment of principal of the Loans, shall not be considered outstanding principal under this Agreement.


 




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(e)          If
the reallocation described in clause (c) above cannot, or can only partially, be effected, within five (5) Business Days of demand
by the Issuing Lender or the Swing Loan Lender from time to time, the Borrower shall first, prepay Swing Loans in an amount
equal to the Swing Loan Lenders’ Fronting Exposure and, second, deliver to the Agent for the benefit of each Issuing
Lender, cash collateral in an amount sufficient to cover all Fronting Exposure with respect to such Issuing Lender (after giving
effect to §§2.5(a), 2.10(a) and 2.13(c)) on terms satisfactory to the Issuing Lender in its good faith determination
(and such cash collateral shall be in Dollars or in the Alternative Currency of the cash-collateralized obligation). Any such cash
collateral shall be deposited in the Collateral Account as collateral (solely for the benefit of the Issuing Lender) for the payment
and performance of each Defaulting Lender’s pro rata portion in accordance with their respective Revolving Credit Commitment
Percentages of outstanding Letter of Credit Liabilities. Moneys in the Collateral Account deposited pursuant to this §2.13(e)
shall be applied by the Agent to reimburse the Issuing Lender immediately for each Defaulting Lender’s pro rata portion in
accordance with their respective Revolving Credit Commitment Percentages of any funding obligation with respect to a Letter of
Credit which has not otherwise been reimbursed by the Borrower or such Defaulting Lender.


 


(f)          (i)          Each
Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive any Facility Fee or Unused Fee pursuant to
§2.3 for any period during which that Lender is a Defaulting Lender.


 


(ii)         Each
Revolving Credit Lender that is a Defaulting Lender shall not be entitled to receive Letter of Credit fees pursuant to §2.10(e)
for any period during which that Lender is a Defaulting Lender.


 


(iii)        With
respect to any Facility Fee, Unused Fee or Letter of Credit fees not required to be paid to any Defaulting Lender pursuant to clause
(i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that is a Revolving Credit Lender that portion of any
such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of
Credit Liabilities or Swing Loans that has been reallocated to such Non-Defaulting Lender pursuant to §2.13(c), (y) pay to
the Issuing Lender and the Swing Loan Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent
allocable to the Issuing Lender’s or the Swing Loan Lender’s Fronting Exposure to such Defaulting Lender and (z) not
be required to pay any remaining amount of any such fee.


 


(g)          If
the Borrower (so long as no Default or Event of Default exists) and the Agent agree in writing in their sole discretion that a
Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon
as of the date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect
to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Revolving Credit Loans
or Term Loans, as applicable, of the other Lenders or take such other actions as the Agent may determine to be necessary to cause
the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Loans, or Term Loans, as applicable,
to be held on a pro rata basis by the Lenders in accordance with their Revolving Credit Commitments or Term Loan Commitments, as
the case may be (without giving effect to §2.13(c)), whereupon such Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while
such 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 such Lender’s having been a Defaulting Lender.


 




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§2.14       Evidence
of Debt. The indebtedness of the Borrower resulting from the Loans made by each Lender from time to time shall be evidenced
by one or more accounts or records maintained by such Lender and the Agent in the ordinary course of business, including, without
limitation, the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Borrower hereby
irrevocably authorizes Agent and the Lenders to make, or cause to be made, at or about the time of the Drawdown Date of any Loan
or at the time of receipt of any payment thereof, an appropriate notation on Agent’s and the Lender’s records reflecting
the making of such Loan or (as the case may be) the receipt of such payment. The Agent shall maintain accounts or records in accordance
with its usual practice in which it shall record: (i) the date and the amount of each Loan made hereunder, the Type of such Loan,
the denominated Currency of such Loan, and, if appropriate, the Interest Period applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any
sum received by the Agent hereunder from the Borrower and each Lender’s share thereof. The accounts or records maintained
by the Agent and each Lender shall be prima facie evidence of the existence and amounts of the Obligations recorded therein and
shall be conclusive 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 or under the Notes, if any, 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 Agent in respect of such matters,
the accounts and records of the Agent shall control in the absence of manifest error. The Borrower agrees that upon the request
of any Lender made through the Agent (whether for purposes of pledge, enforcement or otherwise), the Borrower shall promptly execute
and deliver to such Lender (through the Agent) a Revolving Credit Note, a Term Loan Note and/or a Swing Loan Note, as applicable,
payable to the order of such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each
Lender may attach schedules to its Notes and endorse thereon the date, Type (if applicable), Currency, amount and maturity of its
Loans and payments with respect thereto. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent
issued hereunder.


 




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§3.          REPAYMENT
OF THE LOANS.


 


§3.1         Stated
Maturity.


 


(a)          The
Borrower promises to pay on the Revolving Credit Maturity Date and there shall become absolutely due and payable on the Revolving
Credit Maturity Date all of the Revolving Credit Loans, Swing Loans and other Letter of Credit Liabilities Outstanding on such
date, together with any and all accrued and unpaid interest thereon.


 


(b)          The
Borrower promises to pay on the Term Loan Maturity Date and there shall become absolutely due and payable on the Term Loan Maturity
Date all of the Term Loans Outstanding on such date, together with any and all accrued and unpaid interest thereon. The principal
amount of the Term Loans shall not amortize prior to the Term Loan Maturity Date.


 


§3.2         Mandatory
Prepayments.


 


(a)          
If at any time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the
Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal
amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment;
provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of
any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be
the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to
clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of the Revolving
Credit Loans, the Term Loans, the Swing Loans and the Letter of Credit Liabilities, and (B) the aggregate amount of all other Unsecured
Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in §§9.3 or 9.4, then the Borrower
shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts
of the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable,
for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable
pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure
the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan
Lender. Without limiting the foregoing, if at any time the Dollar Equivalent of the outstanding principal amount of all Revolving
Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Limit, then the Borrower shall, within five (5) Business
Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders
for application to the Revolving Credit Loans denominated in Swiss Francs, together with any additional amounts payable pursuant
to §4.7.


 


(b)          For
purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving
Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the
Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on
the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities
(determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of
such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower
thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving
Credit Loans to the extent required under §3.2(a).


 




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§3.3         Optional
Prepayments.


 


(a)          The
Borrower shall have the right, at its election, to prepay the outstanding amount of the Revolving Credit Loans, Term Loans and
Swing Loans, as a whole or in part, at any time without penalty or premium; provided, that if any prepayment of the outstanding
amount of any LIBOR Rate Loans pursuant to this §3.3 is made on a date that is not the last day of the Interest Period relating
thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.7.


 


(b)          The
Borrower shall give the Agent, no later than 10:00 a.m. (Cleveland time) at least three (3) days prior written notice (or, in the
case of LIBOR Rate Loans denominated in an Alternative Currency, three (3) Business Days) of any prepayment pursuant to this §3.3,
in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that
any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent); provided, however,
that Agent may reduce the required time period for such notice requirement to any shorter period reasonably acceptable to the Agent
in connection with a prepayment of the Loans made by Borrower for purposes of curing any failure to comply with the terms of §§9.1,
9.3, 9.4, 9.5 or 9.6 pursuant to §12.2(a)(iv). Notwithstanding the foregoing, no prior notice shall be required for the prepayment
of any Swing Loan.


 


§3.4         Partial
Prepayments. Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $1,000,000.00 or an integral
multiple of $100,000.00 in excess thereof (or, in the case of LIBOR Rate Loans that are denominated in an Alternative Currency,
an amount for which the Dollar Equivalent is not less than $1,000,000 or $100,000, respectively), shall be accompanied by the payment
of accrued interest on the principal prepaid to the date of payment. Except with respect to any partial payment made pursuant to
the last sentence of §3.2(a), which shall be applied to the principal of Outstanding Revolving Credit Loans denominated in
Swiss Francs, each partial payment under §3.2 shall be applied, first, pro rata to the principal of any Outstanding
Swing Loans, second, pro rata to the principal of any Outstanding Revolving Credit Loans (and with respect to each
category of Revolving Credit Loans, first, pro rata to the principal of Revolving Credit Base Rate Loans, second,
pro rata to the principal of Revolving Credit LIBOR Rate Loans denominated in Dollars, and then, third, pro rata
to the principal of Revolving Credit LIBOR Rate Loans denominated in Alternative Currencies), third, solely in the case
of a mandatory prepayment under §3.2(a)(ii) or (iii), pro rata to the principal of any Outstanding Term Loans (and
with respect to each category of Term Loans, first pro rata to the principal of Term Base Rate Loans, second, pro rata
to the principal of Term LIBOR Rate Loans denominated in Dollars, third, pro rata to the principal of Term LIBOR Rate
Loans denominated in Alternative Currencies) and then, fourth, to cash collateralize any outstanding Letter of Credit Liabilities
on a pro rata basis. Each partial prepayment under §3.3 shall be applied, first, pro rata to the principal
of any Outstanding Swing Loans, then, in the absence of instruction by the Borrower, second, pro rata to the principal
of any Outstanding Revolving Credit Loans, third, to cash collateralize any outstanding Letter of Credit Liabilities on
a pro rata basis, and then, fourth, pro rata to the principal of any Outstanding Term Loans (and with respect
to each category of Loans, first, pro rata to the principal of Base Rate Loans, second, pro rata to
the principal of LIBOR Rate Loans denominated in Dollars, and then, third, pro rata to the principal of LIBOR Rate
Loans denominated in Alternative Currencies).


 




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§3.5         Effect
of Prepayments. Amounts of the Revolving Credit Loans and Swing Loans prepaid under §§3.2 and 3.3 prior to the Maturity
Date may be reborrowed as provided in §2. Any portion of the Term Loans that is prepaid may not be reborrowed.


 


§4.          CERTAIN
GENERAL PROVISIONS.


 


§4.1         Conversion
Options.


 


(a)          The
Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit
Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as
a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate
Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such
election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii)
with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three
(3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal
amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $1,000,000.00
in excess thereof and, after giving effect to the making of such Loan, there shall be no more than eight (8) LIBOR Rate Loans outstanding
at any one time; (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is
continuing, and (iv) no Alternative Currency Loan shall be converted to a Base Rate Loan. All or any part of the outstanding Revolving
Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in
a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in
a principal amount of less than $1,000,000.00 or an integral multiple of $1,000,000.00. On the date on which such conversion is
being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic
Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion
of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.


 


(b)          Any
LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the
Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event
of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest
Period relating thereto ending during the continuance of any Default or Event of Default (except for a LIBOR Rate Loan denominated
in an Alternative Currency which, during the continuance of a Default, shall continue as a LIBOR Rate Loan with an Interest Period
of one (1) month, and during the continuance of an Event of Default, shall be converted to an Alternate Rate Loan).


 




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(c)          In
the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan
shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan with an Interest Period of one
month, provided that no circumstance exists which would preclude Borrower from obtaining a LIBOR Rate Loan, or if Borrower would
be precluded from obtaining a LIBOR Rate Loan, it shall be converted to a Base Rate Loan at the end of the applicable Interest
Period (except for a LIBOR Rate Loan denominated in an Alternative Currency which, if Borrower shall be precluded from obtaining
a LIBOR Rate Loan, shall be converted to an Alternate Rate Loan).


 


Notwithstanding anything
to the contrary contained herein, a LIBOR Rate Loan denominated in an Alternative Currency may be continued in the same Interest
Period or converted to a different Interest Period in accordance with this §4.1 in an amount equal to the same number of units
of the relevant Currency for which such LIBOR Rate Loan was initially made regardless of whether the principal amount of such Loan
as of such date of continuation or conversion is less than $1,000,000.00.


 


§4.2         Fees.
The Borrower agrees to pay to KeyBank, the Agent,  KCM and CONA for their own account certain fees for services rendered
or to be rendered in connection with the Loans as provided pursuant to that certain fee letter dated June 12, 2019 among
the Borrower, KeyBank,  KCM and CONA (as the same may be amended, modified, supplemented, restated or replaced, the
“Agreement Regarding Fees”). All such fees shall be fully earned when paid and nonrefundable under any
circumstances.


 




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§4.3         Funds
for Payments.


 


(a)          All
payments in Dollars of principal, interest, facility fees, Letter of Credit fees, closing fees and any other amounts due hereunder
or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent,
as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when due, in each case
in lawful money of the United States in Same Day Funds. All payments in any Alternative Currency hereunder or otherwise under the
Loan Documents shall be made to the Agent’s Head Office for payments in such Alternative Currency and in Same Day Funds not
later than the Applicable Time specified by the Agent on the date specified herein. Without limiting the generality of the foregoing,
the Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower
or any Guarantor is prohibited by any Applicable Law from making any required payment hereunder in an Alternative Currency, the
Borrower or Guarantor shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. All
payments of principal of and interest on any Loan shall be payable in the same Currency as the Loan is denominated other than as
provided in the preceding sentence, and all other fees and other amounts payable under this Agreement shall be payable in Dollars.
With respect to the payment of any amount denominated in the Alternative Currency, the Agent shall not be liable to the Borrower
or any Revolving Credit Lender in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account
of any amount required by this Agreement to be paid by the Agent if the Agent shall have taken all relevant steps to achieve, on
the date required by this Agreement, the payment of such amount in Same Day Funds in the applicable Alternative Currency to the
account with Agent designated by Borrower or the applicable LIBOR Lending Office. For purposes of this clause, “all relevant
steps” means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing
or settlement system as the Agent may from time to time determine for the purpose of clearing or settling payments of the applicable
Alternative Currency. The obligation of the Borrower and the Guarantors to pay any amount pursuant to this Agreement or any other
Loan Document in Dollars or any particular Alternative Currency (the “Currency of Payment”) shall, notwithstanding
any payment in any other currency (including pursuant to the judgment of a court), be discharged only to the extent that the Lender
receiving such payment may, in accordance with its normal banking procedures on the Business Day following receipt of any such
payment, purchase with the sum paid in such other currency (after payment of any premium and costs of exchange) the Currency of
Payment on the Business Day on which such Lender receives such payment. If the amount of the Currency of Payment that is purchased
by any Lender is less than the amount owing to such Lender in the applicable currency pursuant to this Agreement or any other Loan
Document, the Borrower agrees, as a separate and independent obligation and notwithstanding any of the other terms contained in
this Agreement or any other Loan Document, to pay such additional amount so that the applicable Lender receives payment in full
in the applicable Currency of Payment all of the relevant monetary Obligations in accordance with the terms of this clause and
the other terms of this Agreement. If the amount of the Currency of Payment that is purchased by any Lender exceeds the sum due
in the applicable currency to such Lender, such Lender shall promptly pay the excess over to the Borrower in the currency and to
the extent actually received by such Lender. To the extent not already paid pursuant to this paragraph, the Agent is hereby authorized
to charge the accounts of the Borrower with KeyBank set forth on Schedule 4.3, on the dates when the amount thereof shall
become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other
amounts owing to the Agent and/or the Lenders (including the Swing Loan Lender) under the Loan Documents. Subject to the foregoing,
all payments made to the Agent on behalf of the Lenders, and actually received by the Agent, shall be deemed received by the Lenders
on the date actually received by the Agent.


 


(b)          All
payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim, and
free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law
(as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax
from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or
withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Guarantor shall
be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this §4.3) the applicable Recipient receives an amount equal to the sum it would
have received had no such deduction or withholding been made.


 


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


 




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(d)          The
Borrower and the Guarantors shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for
the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable
under this §4.3) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error; provided that the determinations in such statement are made on a reasonable basis and
in good faith.


 


(e)          Each
Lender shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable
to such Lender (but only to the extent that the Borrower or a Guarantor has not already indemnified the Agent for such Indemnified
Taxes and without limiting the obligation of the Borrower and the Guarantors to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of §18.4 relating to the maintenance of a Participant Register and (iii) any Excluded
Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Loan Document, and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any
Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any
and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Agent to the Lender from any
other source against any amount due to the Agent under this subsection.


 


(f)          As
soon as practicable after any payment of Taxes by the Borrower or any Guarantor to a Governmental Authority pursuant to this §4.3,
the Borrower or such Guarantor shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Agent.


 


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


 




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


 


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


 


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


 


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


 


(2)         an
electronic copy (or an original if requested by the Borrower or the Agent) of an executed IRS Form W-8ECI;


 


(3)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or


 


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


 




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


 


(D)         if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by Applicable
Law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by Applicable Law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the
Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine
that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold
from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after
the date of this Agreement.


 


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


 


(h)          If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has been indemnified pursuant to this §4.3 (including by the payment of additional amounts pursuant to this §4.3), it
shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this
§4.3 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified
party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such
indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant
to this subsection (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event
that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary
in this subsection, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this
subsection the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party would have been in if the Tax subject to indemnification and giving rise to such refund has not been deducted, withheld or
otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection
shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to
its Taxes that it reasonably deems confidential) to the indemnifying party or any other Person.


 




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(i)          Each
party’s obligations under this §4.3 shall survive the resignation or replacement of the Agent or any assignment of rights
by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations
under any Loan Document.


 


(j)          The
obligations of the Borrower to the Lenders under this Agreement with respect to Letters of Credit (and of the Revolving Credit
Lenders to make payments to the Issuing Lender with respect to Letters of Credit and to the Swing Loan Lender with respect to Swing
Loans) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms
of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any
lack of validity or enforceability of this Agreement, any Letter of Credit or any of the other Loan Documents; (ii) any improper
use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter
of Credit in connection therewith; (iii) the existence of any claim, set-off, defense or any right which the Borrower or any
of its Subsidiaries or Affiliates may have at any time against any beneficiary or any transferee of any Letter of Credit (or persons
or entities for whom any such beneficiary or any such transferee may be acting) or the Lenders (other than the defense of payment
to the Lenders in accordance with the terms of this Agreement) or any other person, whether in connection with any Letter of Credit,
this Agreement, any other Loan Document, or any unrelated transaction; (iv) any draft, demand, certificate, statement or any
other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect whatsoever; (v) any breach of any agreement between the Borrower,
any Guarantor or any of their Subsidiaries or Affiliates and any beneficiary or transferee of any Letter of Credit; (vi) any
irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or
any transferee of such Letter of Credit; (vii) payment by the Issuing Lender under any Letter of Credit against presentation
of a sight draft, demand, certificate or other document which does not comply with the terms of such Letter of Credit, provided
that such payment shall not have constituted gross negligence or willful misconduct on the part of the Issuing Lender as determined
by a final non-appealable judgment of court of competent jurisdiction; (viii) any non-application or misapplication by the beneficiary
of a Letter of Credit of the proceeds of such Letter of Credit; (ix) the legality, validity, form, regularity or enforceability
of the Letter of Credit; (x) the failure of any payment by the Issuing Lender to conform to the terms of a Letter of Credit (if,
in the Issuing Lender’s good faith judgment, such payment is determined to be appropriate); (xi) the surrender or impairment
of any security for the performance or observance of any of the terms of any of the Loan Documents; (xii) the occurrence of any
Default or Event of Default; and (xiii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing,
provided that such circumstance or happening under this clause (xiii) shall not have occurred as a result of gross negligence or
willful misconduct on the part of the Issuing Lender as determined by a final non-appealable judgment of a court of competent jurisdiction.


 




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§4.4         Computations.
All computations of interest on the Base Rate Loans and Alternate Rate Loans to the extent applicable shall be based on a three
hundred sixty-five (365) or, in the event of a leap year, three hundred sixty-six (366)-day year, and paid for the actual number
of days elapsed. All other computations of interest on the Loans and of other fees to the extent applicable shall be based on a
360-day year and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term “Interest
Period” with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due
on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest
shall accrue during such extension. The Outstanding Loans and Letter of Credit Liabilities as reflected on the records of the Agent
from time to time shall be considered prima facie evidence of such amount absent manifest error.


 


§4.5         Suspension
of LIBOR Rate Loans. In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan of
any Currency, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR with respect to
borrowings of such Currency for such Interest Period, or the Agent shall reasonably determine that LIBOR with respect to borrowings
of such Currency will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans of such
Currency for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding
on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request
with respect to a LIBOR Rate Loan of such affected Currency shall be automatically withdrawn and shall be deemed a request for
a Base Rate Loan, (b) if such event relates to LIBOR Rate borrowings denominated in Dollars, each LIBOR Rate Loan denominated
in Dollars will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan,
and (c) if such event relates to LIBOR Rate borrowings denominated in any Alternative Currency, each LIBOR Rate Loan denominated
in such Alternative Currency will automatically, on the last day of the then current Interest Period applicable thereto, become
an Alternate Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans of such Currency shall be suspended until the
Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the
Borrower and the Lenders; provided that, for the avoidance of doubt, if the circumstances giving rise to the notice referenced
above affect only the LIBOR Rate with respect to borrowings denominated in a single Currency, the provisions of this §4.5
shall apply only to LIBOR Rate borrowings denominated in such Currency, and borrowings of LIBOR Rate Loans denominated in other
Currencies shall be permitted.


 


§4.6         Illegality.
Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation
or application thereof shall make it unlawful, or any central bank or other Governmental Authority having jurisdiction over a Lender
or its LIBOR Lending Office shall assert that it is unlawful, for any Lender to make or maintain LIBOR Rate Loans denominated in
any Currency, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the
commitment of the Lenders to make LIBOR Rate Loans denominated in such Currency shall forthwith be suspended, (b) if such
event relates to LIBOR Rate borrowings denominated in Dollars, the LIBOR Rate Loans then outstanding which are denominated in Dollars
shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans
or within such earlier period as may be required by law, and (c) if such event relates to LIBOR Rate borrowings denominated in
an Alternative Currency, the LIBOR Rate Loans then outstanding which are denominated in such Alternative Currency shall be converted
automatically to Alternate Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such
earlier period as may be required by law; provided that, for the avoidance of doubt, if the circumstances giving rise to
the notice referenced above affect only the LIBOR Rate with respect to borrowings denominated in a single Currency, the provisions
of this §4.6 shall apply only to LIBOR Rate borrowings denominated in such Currency, and borrowings of LIBOR Rate Loans denominated
in other Currencies shall be permitted. Notwithstanding the foregoing, before giving such notice, the applicable Lender shall designate
a different lending office if such designation will void the need for giving such notice and will not, in the judgment of such
Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by the Borrower hereunder.


 




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§4.7         Additional
Interest. If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan or an Alternate Rate
Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment
of the Loans has been accelerated as provided in §12.1, or if the Borrower fails to draw down on the first day of the applicable
Interest Period any amount as to which the Borrower has elected a LIBOR Rate Loan, the Borrower will pay to the Agent upon demand
for the account of the applicable Lenders in accordance with their respective Commitment Percentages, in addition to any amounts
of interest otherwise payable hereunder, the Breakage Costs. The Borrower understands, agrees and acknowledges the following: (a) no
Lender has any obligation to purchase, sell and/or match funds in connection with the use of LIBOR as a basis for calculating the
rate of interest on a LIBOR Rate Loan; (b) LIBOR is used merely as a reference in determining such rate; and (c) the
Borrower has accepted LIBOR as a reasonable and fair basis for calculating such rate and any Breakage Costs. The Borrower further
agrees to pay the Breakage Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds. For the purpose
of calculating amounts payable to a Lender under this Section, each Lender shall be deemed to have actually funded its relevant
LIBOR Rate Loan through the purchase of a deposit in Dollars or an applicable Alternative Currency bearing interest at LIBOR in
an amount equal to the amount of that LIBOR Rate Loan and having a maturity comparable to the relevant Interest Period; provided,
that each Lender may fund each of its LIBOR Rate Loans in any manner it sees fit, and the foregoing assumption shall be utilized
only for the calculation of amounts payable under this Section.


 


§4.8         Additional
Costs, Etc. Notwithstanding anything herein to the contrary, if any present or future Applicable Law, which expression, as
used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental
or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions
and notices at any time (or from time to time) hereafter made upon or otherwise issued to any Lender or the Agent by any central
bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:


 


(a)          subject
any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this
Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (whether in Dollars or an
Alternative Currency)(except for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes,
and Connection Income Taxes), or


 




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(b)          impose
on any Lender or Issuing Lender, the London interbank market or the relevant local market for obtaining quotations for Canadian
CDOR Rate any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans (whether in Dollars or an Alternative
Currency) made by such Lender or any Letter of Credit or participation therein, or


 


(c)          impose
or increase or render applicable any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital
adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts
payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of
an office of any Lender, or


 


(d)          impose
on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans,
such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s
Commitment forms a part; and the result of any of the foregoing is:


 


(i)          to
increase the cost to any Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any
of the Loans, the Letters of Credit or such Lender’s Commitment, or


 


(ii)         to
reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s
Commitment or any of the Loans or the Letters of Credit, or


 


(iii)        to
require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which
payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received
by such Lender or the Agent from the Borrower hereunder,


 


then, and in each such case, the Borrower
will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time
and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the
Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction,
payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging
and attribution methods generally applied by such Lender or the Agent.


 




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§4.9         Capital
Adequacy. If after the date hereof any Lender determines that (a) the adoption of or change in any Applicable Law regarding
liquidity or capital ratio or requirements for banks or bank holding companies or any change in the interpretation or application
thereof by any Governmental Authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank
holding company with any guideline, request or directive of any such entity regarding liquidity or capital ratios or adequacy (whether
or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital
as a consequence of such Lender’s commitment to make Loans or participate in Letters of Credit hereunder to a level below
that which such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration
such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full
utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify the
Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such
reduction is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation
thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by
such Lender. For purposes of §4.8 and this §4.9, 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 hereof regardless of when adopted, enacted or issued.


 


§4.10       Breakage
Costs. The Borrower shall pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred from time
to time by any Lender upon demand within fifteen (15) days from receipt of written notice from the Agent, or such earlier date
as may be required by this Agreement.


 


§4.11       Default
Interest. Upon the occurrence and during the continuance of any Event of Default, and regardless of whether or not the Agent
or the Lenders shall have accelerated the maturity of the Loans, the Borrowers shall pay interest (after as well as before judgment)
on the Obligations at a rate per annum equal to (such rate, the “Default Rate”): (a) in the case of Loans of
any Type denominated in any Currency, the rate per annum then in effect for each such Loan of such Type denominated in such Currency
(inclusive of the Applicable Margin) plus a margin of 2% per annum; and (b) in the case of Letters of Credit and other Obligations
payable hereunder, the rate per annum equal to, (i) in the case of Letters of Credit denominated in any Currency, the rate applicable
to Base Rate Loans or Alternate Rate Loans, as the case may be, denominated in such Currency plus the Applicable Margin for Base
Rate Loans plus 2% per annum, and (ii) in the case of such other Obligations, the rate applicable to Base Rate Loans plus the Applicable
Margin for Base Rate Loans plus 2% per annum, in each case from the date of such non-payment until such amount shall be paid in
full (after as well as before judgment); provided that if any of such amounts shall exceed the maximum rate permitted by
law, then at the maximum rate permitted by law.


 


§4.12       Certificate.
A certificate setting forth any amounts payable pursuant to §4.7, §4.8, §4.9, §4.10 or §4.11 and a reasonably
detailed explanation of such amounts which are due, submitted by any Lender or the Agent to the Borrower, shall be conclusive in
the absence of manifest error, and shall be promptly provided to the Agent and the Borrower upon their written request.


 




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§4.13       Limitation
on Interest. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between
or among the Borrower, the Guarantors, the Lenders and the Agent, whether now existing or hereafter arising and whether written
or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations
or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under
Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum
lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if
from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum
lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations
and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations, such
excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted
by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal
of the Obligations (including the period of any renewal or extension thereof) so that the interest thereon for such full period
shall not exceed the maximum amount permitted by Applicable Law. This §4.13 shall control all agreements between or among
the Borrower, the Guarantors, the Lenders and the Agent.


 


§4.14       Certain
Provisions Relating to Increased Costs and Non-Funding Lenders. If a Lender gives notice of the existence of the circumstances
set forth in §4.8 or any Lender requests compensation for any losses or costs to be reimbursed pursuant to any one or more
of the provisions of §§4.3(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender
under this Agreement), 4.8, 4.9 or 15(b), then, upon request of the Borrower, such Lender, as applicable, shall use reasonable
efforts to designate another of such Lender’s offices, branches or affiliates for funding or booking its Loans hereunder
or 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 such amounts payable or (ii) would not subject Lender
to any unreimbursed costs or expenses and would not otherwise be disadvantageous to Lender; the Borrower agreeing to pay all reasonably
incurred costs and expenses incurred by such Lender in connection with any such action. Notwithstanding anything to the contrary
contained herein, if no Default or Event of Default shall have occurred and be continuing, and if any Lender (a) has given notice
of the existence of the circumstances set forth in §4.8 or has requested payment or compensation for any losses or costs to
be reimbursed pursuant to any one or more of the provisions of §§4.3(b) (as a result of the imposition of U.S. withholding
taxes on amounts paid to such Lender under this Agreement), 4.8, 4.9 or 15(b) and following the request of the Borrower has been
unable to take the steps described above to mitigate such amounts (each, an “Affected Lender”), or (b) has failed to
make available to Agent its pro rata share of any Loan or participation in a Letter of Credit or Swing Loan and such failure has
not been cured (a “Non-Funding Lender”), then, within thirty (30) days after such notice or request for payment or
compensation or failure to fund, as applicable, the Borrower shall have the one-time right as to such Affected Lender or Non-Funding
Lender, as applicable, to be exercised by delivery of written notice delivered to the Agent and the Affected Lender or Non-Funding
Lender, as applicable, within thirty (30) days of receipt of such notice or failure to fund, as applicable, to elect to cause the
Affected Lender or Non-Funding Lender, as applicable, to transfer its Commitments and assign its Loans. The Agent shall promptly
notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the
Commitments and Loans, pro rata based upon their relevant Commitment Percentages, of the Affected Lender or Non-Funding Lender,
as applicable (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such
proportion as approved by the Agent). In the event that the Lenders do not elect to acquire all of the Affected Lender’s
or Non-Funding Lender’s Commitments and Loans, then the Agent shall endeavor to, and the Borrower may, obtain a new Lender
to acquire such remaining Commitments. Upon any such purchase of the Commitments of the Affected Lender or Non-Funding Lender,
as applicable, the Affected Lender’s or Non-Funding Lender’s interest in the Obligations and its rights hereunder and
under the Loan Documents shall terminate at the date of purchase, and the Affected Lender or Non-Funding Lender, as applicable,
shall promptly execute all documents reasonably requested to surrender and transfer such interest, including an appropriate Assignment
and Acceptance Agreement. If such Affected Lender or Non-Funding Lender, as applicable, does not execute and deliver to the Agent
a duly completed Assignment and Acceptance Agreement and/or such other documentation reasonably requested by the Agent to surrender
and transfer such interest to the purchaser or assignee thereof within a period of time deemed reasonable by the Agent after the
later of (i) the date on which such purchaser or assignee executes and delivers such Assignment and Acceptance Agreement and/or
such other documentation and (ii) the date on which such Affected Lender or Non-Funding Lender, as applicable, receives all payments
required to be paid to it by this §4.14, then such Affected Lender or Non-Funding Lender, as applicable, shall, to the extent
permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other
documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and
Acceptance Agreement and/or such other documentation on behalf of such Affected Lender or Non-Funding Lender, as applicable. The
purchase price for the Affected Lender’s or Non-Funding Lender’s Commitments and Loans shall equal any and all amounts
outstanding and owed by the Borrower to the Affected Lender or Non-Funding Lender, as applicable, including principal, prepayment
premium or fee, and all accrued and unpaid interest or fees.


 




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§4.15       Delay
in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to the foregoing
§§4.3, 4.8 and 4.9 shall not constitute a waiver of such Lender’s or the Issuing Lender’s right to demand
such compensation, provided that Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior
to the date that such Lender or the Issuing Lender, as the case may be, notifies Borrower of the eligible circumstances giving
rise to such increased costs or reductions and of such Lender’s or the Issuing 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 one hundred
eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).


 


§4.16       Successor
LIBOR Rate.


 


(a)          If
the Agent determines (which determination shall be final and conclusive, absent manifest error) that either (a) (i) the circumstances
set forth in §4.5 with respect to borrowings of any Currency have arisen and are unlikely to be temporary, or (ii) the circumstances
set forth in §4.5 have not arisen with respect to borrowings of any Currency but the applicable supervisor or administrator
(if any) of LIBOR with respect to borrowings of such Currency or a Governmental Authority having jurisdiction over the Agent has
made a public statement identifying the specific date after which LIBOR with respect to borrowings of such Currency shall no longer
be used for determining interest rates for loans (either such date, a “LIBOR Termination Date”), or (b) a rate other
than LIBOR has become a widely recognized benchmark rate for newly originated floating rate commercial real estate loans in such
Currency in the U.S. market, then the Agent and the Borrower may endeavor to establish a replacement index for LIBOR with respect
to borrowings in such Currency, and make adjustments to applicable margins and related amendments to this Agreement as referred
to below such that, to the extent practicable, the all-in interest rate based on the replacement index will be substantially equivalent
to the all-in LIBOR based interest rate with respect to borrowings in such Currency in effect prior to its replacement. Notwithstanding
the foregoing or anything to the contrary contained herein, if (i) the Borrower, in the exercise of its reasonable judgment, does
not agree to the replacement index as notified by the Agent to the Borrower or (ii) the Agent and the Borrower cannot reasonably
agree on an alternate rate, then in either such case, the Borrower shall have the option to repay the debt in full (or to repay
in full all Loans made in the applicable Currency with respect to which such replacement index and alternate rate would apply),
without any prepayment penalty.


 




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(b)          Upon
the establishment of a replacement index in accordance with clause (a) above, the Agent, the Borrower and the Guarantors shall
enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments
as may be appropriate, in the discretion of the Agent, for the implementation and administration of the replacement index-based
rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, §27),
such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. (Cleveland,
Ohio time) on the tenth (10th) Business Day after the date a draft of the amendment is provided to the Lenders, unless the Agent
receives, on or before such tenth (10th) Business Day, a written notice from the Majority Lenders stating that such Lenders object
to such amendment.


 


(c)          Selection
of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due
consideration to the then-current market practices for determining and implementing a rate of interest for newly originated floating
rate commercial real estate loans in the applicable Currency in the United States and loans converted from the applicable LIBOR
based rate with respect to borrowings in such Currency to a replacement index-based rate, and (ii) may also reflect adjustments
to account for (x) the effects of the transition from LIBOR with respect to borrowings in such Currency to the replacement index
and (y) yield or risk-based differences between LIBOR with respect to borrowings in such Currency and the replacement index.


 


(d)          Until
an amendment reflecting a new replacement index in accordance with this §4.16 is effective, each advance, conversion and renewal
of a LIBOR Rate Loan will continue to bear interest with reference to LIBOR; provided however, that if the Agent determines (which
determination shall be final and conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following
such LIBOR Termination Date, (i) if such LIBOR Termination Date relates to borrowings denominated in Dollars, all LIBOR Rate Loans
denominated in Dollars shall automatically be converted to Base Rate Loans, and/or (ii) if such LIBOR Termination Date relates
to borrowings denominated in any Alternative Currency, all LIBOR Rate Loans denominated in any such Alternative Currency shall
automatically be converted to Alternate Rate Loans, in each case, until such time as an amendment reflecting a replacement index
and related matters as described above is implemented.


 




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(e)          Notwithstanding
anything to the contrary contained herein, if at any time any replacement index is less than zero, at such times, such index shall
be deemed to be zero for purposes of this Agreement.


 


§5.          UNSECURED
OBLIGATIONS; GUARANTORS.


 


§5.1         Reserved


 


§5.2         Additional
Guarantors. In the event that the Borrower shall request that certain Real Estate owned or leased by a Wholly-Owned Subsidiary
of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall as a condition thereto, in addition to the requirements
of §7.20, cause each such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly
or indirectly, Equity Interests in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such
Subsidiary shall become a Guarantor hereunder and thereunder. In addition, in the event any Subsidiary of the REIT shall constitute
a Material Subsidiary pursuant to clause (c) of the definition thereof, Borrower shall promptly cause such Subsidiary to execute
and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. In addition, in the
event any Subsidiary of REIT shall constitute a Material Subsidiary within the meaning of clause (d) of the definition thereof,
the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect
to such other Unsecured Indebtedness described therein, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary
shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with
its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the Contribution Agreement.
The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors
to be true and correct with respect to each such Subsidiary. Additionally, notwithstanding anything to the contrary contained herein,
for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent
may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement),
which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the enforceability and
collectability of such Guaranty (including, any judgment arising thereunder) against any such Subsidiary in its jurisdiction of
organization, the jurisdiction in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such
other jurisdictions as the Agent may reasonably require. In connection with the delivery of any Joinder Agreement or separate Guaranty,
the Borrower shall deliver to the Agent such customary organizational agreements, resolutions, consents, opinions and other documents
and instruments as the Agent may reasonably require.


 




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§5.3         Release
of Subsidiary Guarantors.


 


(a)          The
Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the
terms hereof), a Subsidiary Guarantor from the Guaranty so long as: (i) no Default or Event of Default shall then be in existence
or would occur as a result of such release or the removal of any Unencumbered Pool Asset held by such Subsidiary Guarantor referred
to in clause (iii)(B) below; (ii) the Agent shall have received such written request at least five (5) Business Days prior to the
requested date of release together with an updated Compliance Certificate and Unencumbered Pool Certificate, each giving effect
to such proposed release; and (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent that (A) the Borrower
has disposed of or simultaneously with such release will dispose of its entire interest in such Subsidiary Guarantor or that substantially
all of the assets of such Subsidiary Guarantor have been or simultaneously with such release will be disposed of in compliance
with the terms of this Agreement to a Person other than REIT or any of its Subsidiaries or Affiliates, and the net cash proceeds
from such disposition are being distributed to the Borrower in connection with such disposition; or (B) such Subsidiary Guarantor
does not own, directly or indirectly, any Real Estate that will remain included as an Unencumbered Pool Asset after giving effect
to such release and any removal of any Unencumbered Pool Asset effected in connection therewith, all such assets having been (or
concurrently being) removed as Unencumbered Pool Assets in accordance with the terms of this Agreement (and such Subsidiary Guarantor
is not otherwise required by the terms of this Agreement to be a Guarantor); or (C) such Subsidiary Guarantor (i) does not directly
or indirectly own or lease an Unencumbered Pool Asset and will not, upon giving effect to such requested release, be an obligor
or guarantor of any other Unsecured Indebtedness of the REIT, Borrower or any of their respective Subsidiaries of the type described
in clause (d) of the definition of Material Subsidiary which would require it to be a Guarantor and (ii) would not be required
to be a Guarantor pursuant to clauses (b) or (c) of the definition of Material Subsidiary upon giving effect to such requested
release. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower
that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the
effectiveness of such request) are true and correct with respect to such request. Notwithstanding the foregoing, the provisions
of this §5.3(a) shall not apply to REIT.


 


(b)          Notwithstanding
the terms of §5.2 and §5.3(a), from and after any date that Agent first receives written notice from Borrower that REIT
has first obtained an Investment Grade Rating from at least one (1) Rating Agency, then (i) subject to the terms of this §5.3(b),
all Material Subsidiaries (including, without limitation, any Subsidiary Guarantor that is a direct or indirect owner or lessee
of an Unencumbered Pool Asset) shall no longer be required to be Guarantors under this Agreement, and (ii) Agent shall promptly
release the Material Subsidiaries from the Guaranty; provided however that notwithstanding the foregoing, (A) Agent shall not be
obligated to release any Material Subsidiary from the Guaranty in the event that a Default or Event of Default shall have occurred
and be continuing, and (B) no Material Subsidiary shall be released in the event that such Material Subsidiary constitutes a Material
Subsidiary within the meaning of clause (d) of the definition thereof. In the event that at any time after REIT obtains an Investment
Grade Rating, REIT shall no longer have an Investment Grade Rating, Borrower and REIT shall within thirty (30) days after such
occurrence cause all Material Subsidiaries to execute a Joinder Agreement (and/or a Separate Guaranty for any such Material Subsidiary
that is an Approved Foreign Entity if required pursuant to §5.2) and shall further cause to be satisfied within such thirty
(30) day period all of the provisions of §5.2 that would be applicable to the addition of a new Guarantor. In no event shall
the provisions of this §5.3(b) entitle REIT to be released from the Guaranty. For the avoidance of doubt, if at any time during
which the REIT has an Investment Grade Rating (whether from one (1) or more of the Rating Agencies) the provisions of clause (d)
of the definition of Material Subsidiary shall be applicable to a Subsidiary of Borrower, the Borrower shall nonetheless be required
to cause such Subsidiary to become a Guarantor by executing a Joinder Agreement and comply with the provisions of §5.2 as
a condition to such Subsidiary's becoming an obligor or guarantor of such other Unsecured Indebtedness regardless of REIT having
obtained such Investment Grade Rating.


 




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§6.          REPRESENTATIONS
AND WARRANTIES.


 


The Borrower represents
and warrants to the Agent and the Lenders as follows.


 


§6.1         Corporate
Authority, Etc.


 


(a)          Incorporation;
Good Standing. REIT is a Maryland corporation duly organized pursuant to articles of incorporation filed with the Maryland
Secretary of State, and is validly existing and in good standing under the laws of Maryland. REIT conducts its business in a manner
which enables it to qualify as a real estate investment trust under, and to be entitled to the benefits of, Section 856 of the
Code, and has elected to be treated as and is entitled to the benefits of a real estate investment trust thereunder. The Borrower
is a Delaware limited partnership duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary
of State, and is validly existing and in good standing under the laws of Delaware. The Borrower (i) has all requisite power
to own its property and conduct its business as now conducted and as presently contemplated, except to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect, and (ii) is in good standing and is duly authorized
to do business in (x) the jurisdiction of its organization, and (y) each jurisdiction where an Unencumbered Pool Asset owned or
leased by it is located (to the extent required by Applicable Law), and (z) in each other jurisdiction where a failure to be so
qualified in such other jurisdiction could have a Material Adverse Effect.


 


(b)          Subsidiaries.
Each of the Guarantors and each of the Subsidiaries of the Borrower and the Guarantors (i) is a corporation, limited partnership,
general partnership, limited liability company, an Approved Foreign Entity, trust or other business organization duly organized
under the laws of its jurisdiction of organization and is validly existing and in good standing and is duly authorized to business
under the laws thereof (except, solely with respect to any Subsidiary of the Borrower other than any Subsidiary Guarantor or any
Unencumbered Property Subsidiary, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse
Effect), (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated,
except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (iii) is
in good standing and is duly authorized to do business (A) in each jurisdiction where an Unencumbered Pool Asset owned or leased
by it is located (to the extent required by Applicable Law), and (B) in each other jurisdiction where a failure to be so qualified
could reasonably be expected to have a Material Adverse Effect.


 




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(c)          Authorization.
The execution, delivery and performance of this Agreement and the other Loan Documents to which any of the Borrower or any Guarantor
is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have
been duly authorized by all necessary proceedings on the part of such Person, (iii) do not and will not conflict with or result
in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment,
order, writ, injunction, license or permit applicable to such Person, (iv) do not and will not conflict with or constitute
a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement,
operating agreement, articles of incorporation or other formation, governing or charter documents or bylaws of, or any agreement
or other instrument binding upon, such Person or any of its properties, (v) do not and will not result in or require the imposition
of any lien or other encumbrance on any of the properties, assets or rights of such Person, and (vi) do not require the approval
or consent of any Person other than (x) from a Governmental Authority and (y) those already obtained and delivered to the Agent.


 


(d)          Enforceability.
This Agreement and the other Loan Documents to which any of the Borrower or any Guarantor is a party are valid and legally binding
obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability
is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement
of creditors’ rights and general principles of equity.


 


§6.2         Governmental
Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower or
any Guarantor is a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing
or registration with, or the giving of any notice to, any Governmental Authority other than (i) those already obtained, (ii) filings
after the date hereof of disclosures with the SEC, and (iii) as may be required hereafter with respect to tenant improvements,
repairs or other work with respect to any Real Estate.


 


§6.3         Title
to Properties. Except as indicated on Schedule 6.3 hereto, REIT and its Subsidiaries own or lease all of the assets
reflected in the consolidated balance sheet of the Borrower as of the Balance Sheet Date or acquired or leased since that date
(except property and assets sold or otherwise disposed of since that date) subject, in the case of the fee owned properties (and,
with respect to the leased properties, its leasehold interest in such properties), only to Permitted Liens and, as to Subsidiaries
of the Borrower that are not Subsidiary Guarantors, except for such defects as individually or in the aggregate do not have and
could not reasonably be expected to have a Material Adverse Effect.


 


§6.4         Financial
Statements. The Borrower has furnished to the Agent: (a) the consolidated balance sheet of REIT and its Subsidiaries as
of the Balance Sheet Date and the related consolidated statement of income and cash flow for the calendar year then ended certified
by the chief financial officer of REIT, (b) an unaudited statement of Net Operating Income for each of the Unencumbered Pool
Assets for the period ending March 31, 2019, certified by the chief financial officer of REIT as fairly presenting the Net Operating
Income for such periods, and (c) certain other financial information relating to the Borrower, the Guarantors and the Real
Estate, including, without limitation, the Unencumbered Pool Assets. The balance sheet and statements referred to in clauses (a)
and (b) above have been prepared in accordance with generally accepted accounting principles, except as otherwise expressly noted
therein, and fairly present the consolidated financial condition of REIT and its Subsidiaries, taken as a whole, as of such dates
and the consolidated results of the operations of REIT and its Subsidiaries, taken as a whole, for such periods. As of the date
hereof or, if later, the date of the most recent financial statements delivered pursuant to §7.4, there are no liabilities,
contingent or otherwise, of REIT or any of its Subsidiaries involving material amounts not disclosed in the financial statements
referred to in clauses (a) and (b) of the first sentence of this §6.4 and the related notes thereto or in such financial statements
most recently delivered pursuant to §7.4, as applicable.


 




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§6.5         No
Material Changes. Since the Balance Sheet Date or the date of the most recent financial statements delivered pursuant to §7.4,
as applicable, there has occurred no materially adverse change in the financial condition, operations or business of REIT and its
Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of REIT as of the Balance Sheet Date,
or its consolidated statement of income or cash flows for the calendar year then ended, other than changes in the ordinary course
of business that do not have and could not reasonably be expected to have a Material Adverse Effect. As of the date hereof, except
as set forth on Schedule 6.5 hereto, there has occurred no materially adverse change in the financial condition, operations
or business activities of REIT, its Subsidiaries or any of the Unencumbered Pool Assets from the condition shown on the statements
of income delivered to the Agent pursuant to §6.4 other than changes in the ordinary course of business that have not had
any materially adverse effect either individually or in the aggregate on the business, operations or financial condition of REIT
and its Subsidiaries, considered as a whole, or of any of the Unencumbered Pool Assets.


 


§6.6         Franchises,
Patents, Copyrights, Etc. The Borrower, the Guarantors and their respective Subsidiaries possess all franchises, patents, copyrights,
trademarks, trade names, service marks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct
of their business substantially as now conducted without known conflict with any rights of others, except, in each case, where
the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


§6.7         Litigation.
Except as stated on Schedule 6.7, there are no actions, suits, proceedings or investigations of any kind pending or to the
knowledge of the Borrower threatened in writing against the Borrower, any Guarantor or any of their respective Subsidiaries before
any court, tribunal, arbitrator, mediator or administrative agency or board which question the validity of this Agreement or any
of the other Loan Documents, any action taken or to be taken pursuant hereto or thereto, or which involve any of the Unencumbered
Pool Assets, or which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. Except as set forth
on Schedule 6.7, as of the date hereof, there are no judgments, final orders or awards outstanding against or affecting
the Borrower, any Guarantor, any of their respective Subsidiaries. No injunction, writ, temporary restraining order or any order
of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery
or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein
not be consummated as herein or therein provided.


 


§6.8         No
Material Adverse Contracts, Etc. None of the Borrower, any Guarantor or any of their respective Subsidiaries is subject to
any charter, corporate or other legal restriction that has or could reasonably be expected to have a Material Adverse Effect. None
of the Borrower, any Guarantor or any of their respective Subsidiaries is a party to any contract or agreement that has or could
reasonably be expected to have a Material Adverse Effect.


 




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§6.9         Compliance
with Other Instruments, Laws, Etc. None of the Borrower, any Guarantor or any of their respective Subsidiaries is in violation
of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject
or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, except in
such instances in which (a) such provision or decree, order, judgment, statute, license, rule or regulation 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.


 


§6.10       Tax
Status. Each of the Borrower, the Guarantors and their respective Subsidiaries (a) has made or filed all material federal and
state income and other tax returns, reports and declarations required by any jurisdiction to which it is subject (including, without
limitations, any tax returns, reports and declarations required to be filed by such Person in an Approved Foreign Country) or has
obtained an extension for filing, (b) has paid prior to delinquency all material taxes and other governmental assessments and charges
shown or determined to be due on such returns, reports and declarations, (c) has paid prior to delinquency all material real estate
and other taxes due or purported to be due with respect to the Unencumbered Pool Assets and (d) has set aside on its books provisions
reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports
or declarations apply or such taxes are due, except, in each case, those which are being contested in good faith by appropriate
procedures diligently conducted as permitted by §7.8. Except as set forth on Schedule 6.10, there are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any jurisdiction, and to the knowledge of the Borrower, there
is no basis for any such claim. Except as set forth on Schedule 6.10, as of the date hereof, there are no material audits
pending or to the knowledge of the Borrower threatened with respect to any tax returns filed by the Borrower, any Guarantor or
their respective Subsidiaries. The taxpayer identification numbers for the Borrower and the Guarantors as of the date hereof are
set forth on Schedule 6.10.


 


§6.11       No
Event of Default. No Default or Event of Default has occurred and is continuing.


 


§6.12       Investment
Company Act. None of the Borrower, the Guarantors nor any of the Unencumbered Property Subsidiaries is an “investment
company”, or an “affiliated company” or a “principal underwriter” of an “investment company”,
as such terms are defined in the Investment Company Act of 1940.


 


§6.13       Reserved.


 




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§6.14       Certain
Transactions. Except as disclosed on Schedule 6.14 hereto, none of the partners, officers, trustees, managers, members,
directors, or employees of the Borrower, any Guarantor or any of their respective Subsidiaries is, nor shall any such Person become,
a party to any transaction with the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates (other than for
services as partners, managers, members, employees, officers and directors), including any agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any partner, officer, trustee, director or such employee or, to the knowledge of the Borrower, any corporation, partnership,
trust or other entity in which any partner, officer, trustee, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner, which (a) are on terms less favorable to the Borrower, a Guarantor or any of their respective
Subsidiaries than those that would be obtained in a comparable arms-length transaction, or (b) are not permitted pursuant to §8.12.


 


§6.15       Employee
Benefit Plans. The Borrower, each Guarantor, each Unencumbered Property Subsidiary and each ERISA Affiliate has fulfilled its
obligation, if any, under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer
Plan or Guaranteed Pension Plan and is in compliance in all material respects with the presently applicable provisions of ERISA
and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. Neither the Borrower, any
Guarantor, any Unencumbered Property Subsidiary nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard
under Section 412 of the Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed
to make any contribution or payment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any amendment
to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, which has resulted or could reasonably be expected
to result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any liability
under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. None of the assets of Borrower
or any of its Subsidiaries, including, without limitation, any Unencumbered Pool Asset, constitutes a “plan asset”
of any Employee Plan, Multiemployer Plan or Guaranteed Pension Plan.


 


§6.16       Disclosure.
All of the representations and warranties made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries
in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to
or in connection with any of such Loan Documents are true and correct in all material respects, and neither the Borrower nor any
Guarantor has failed to disclose such information as is necessary to make such representations and warranties not misleading. All
information contained in this Agreement, the other Loan Documents or otherwise furnished to or made available to the Agent or the
Lenders by or on behalf of the Borrower, any Subsidiary or any Guarantor (other than projections and estimates), as supplemented
to date, is and, when delivered, will be true and correct in all material respects and, as supplemented to date, does not, and
when delivered will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements contained therein not misleading. The written information, reports and other papers and data with respect to the Borrower,
any Subsidiary, any Guarantor or the Unencumbered Pool Assets (other than projections and estimates) furnished to the Agent or
the Lenders in connection with this Agreement or the obtaining of the Commitments of the Lenders hereunder was, at the time so
furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports
or other papers or data, to the extent necessary to give in all material respects a true and accurate knowledge of the subject
matter in all material respects; provided that such representation shall not apply to (a) the accuracy of any appraisal, title
commitment, survey, or engineering and environmental reports, or any other reports, prepared by third parties or legal conclusions
or analysis provided by the Borrower’s or the Guarantors’ counsel (although the Borrower and the Guarantors have no
reason to believe that the Agent and the Lenders may not rely on the accuracy thereof) or (b) budgets, projections and other forward-looking
speculative information prepared in good faith by the Borrower (except to the extent the related assumptions were when made manifestly
unreasonable).


 




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§6.17       Trade
Name; Place of Business. Neither the Borrower nor any Guarantor uses any trade name and conducts business under any name other
than its actual name set forth in the Loan Documents. As of the date hereof, the principal place of business of the Borrower is
405 Park Avenue, Third Floor, New York, NY 10022.


 


§6.18       Regulations
T, U and X. No portion of any Loan or Letter of Credit is to be used, whether directly or indirectly, for any purpose which
violates Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. Neither
the Borrower, any Guarantor nor any Unencumbered Property Subsidiary is engaged, nor will it engage, principally or as one of its
important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin security”
or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R. Parts 220, 221 and 224.


 


§6.19       Environmental
Compliance.


 


(a)          None
of the Borrower, the Guarantors or their respective Subsidiaries nor, to the best knowledge of the Borrower, any operator of the
Real Estate, nor, to the best knowledge of the Borrower, any tenant or operations thereon, is in violation, or alleged violation,
of any Environmental Law, which violation (i) involves Real Estate (other than the Unencumbered Pool Assets) and has had or could
reasonably be expected to have a Material Adverse Effect or (ii) involves an Unencumbered Pool Asset included in the calculation
of Unencumbered Pool Aggregate Asset Value and has had or could reasonably be expected, when taken together with other matters
covered by this §6.19, to result in liability, clean-up, remediation, containment, correction or other costs to the Borrower
or any Guarantor or any of their respective Subsidiaries individually or in the aggregate with other Unencumbered Pool Assets in
excess of $10,000,000.00 or could reasonably be expected to materially adversely affect the operation of or ability to use such
property or the health and safety of the tenants or other occupants of such property.


 


(b)          None
of the Borrower, any Guarantor nor any of their respective Subsidiaries has received written notice from any third party including,
without limitation, any Governmental Authority, (i) that it has been identified by the United States Environmental Protection Agency
(“EPA”) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities
List, 40 C.F.R. Part 300 Appendix B (1986) (or under any comparable Environmental Law in another country where any such Person
owns Real Estate that identifies sites requiring environmental remediation or maintenance); (ii) that any Hazardous Substance(s)
which it has generated, transported or disposed of have been found at any site at which a non-U.S., federal, state, local or provincial
agency (including, without limitations, any equivalent agency or authority in an Approved Foreign Country) or other third party
has conducted or has ordered that the Borrower, any Guarantor or any of their respective Subsidiaries conduct a remedial investigation,
removal or other response action pursuant to any Environmental Law; or (iii) that it is or shall be a named party to any claim,
action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of
any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release
of Hazardous Substances, which in any case of clause (i) through (iii) above (x) involves Real Estate (other than the Unencumbered
Pool Assets) and has had or could reasonably be expected to have a Material Adverse Effect or (y) involves an Unencumbered Pool
Asset.


 




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(c)          (i)
since the date of acquisition of title to the Real Estate by the Borrower, the Guarantors or their respective Subsidiaries, and,
to the best knowledge of the Borrower, prior to such date of acquisition of title, no portion of such Real Estate has been used
for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws,
and no underground tank or other underground storage receptacle for Hazardous Substances is located on any portion of such Real
Estate except those which are being operated and maintained in compliance with Environmental Laws; (ii) in the course of any activities
conducted by the Borrower, the Guarantors, their respective Subsidiaries or, to the best knowledge of the Borrower, the tenants
and operators of their properties, no Hazardous Substances have been generated or are being used on the Real Estate except in the
ordinary course of the Borrower’s, the Guarantors’ and their respective Subsidiaries’, or the tenants’
or operators’ of the Real Estate, respective businesses and in accordance with applicable Environmental Laws; (iii) since
the date of acquisition of title to the Real Estate by the Borrower, the Guarantors or their respective Subsidiaries, and, to the
best knowledge of the Borrower, prior to such date of acquisition of title, there has been no Release or threatened Release of
Hazardous Substances on, upon, into or from such Real Estate; (iv) to the best knowledge of the Borrower without any independent
investigation, there have been no Releases on, upon, from or into any real property in the vicinity of any of the Real Estate which,
through soil or groundwater contamination, may have come to be located on, and which could be reasonably anticipated to have a
material adverse effect on the value of, the Real Estate; and (v) since the date of acquisition of title to the Real Estate by
the Borrower, the Guarantors or their respective Subsidiaries, and, to the best knowledge of the Borrower, prior to such date of
acquisition of title, any Hazardous Substances that have been generated on any of such Real Estate have been transported off-site
in accordance with all applicable Environmental Laws (except with respect to the foregoing in this §6.19(c) as to (A) any
Real Estate (other than the Unencumbered Pool Assets included in the calculation of the Unencumbered Pool Aggregate Asset Value)
where the foregoing does not have or could not reasonably be expected to have a Material Adverse Effect and (B) any Unencumbered
Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where the foregoing has had or could reasonably
be expected, when taken together with other matters covered by this §6.19, to result in liability, clean up, remediation,
containment, correction or other costs to the Borrower or any Guarantor or any of their respective Subsidiaries individually or
in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or could reasonably be expected to materially
adversely affect the operation of or ability to use such property or the health and safety of the tenants or other occupants of
such property.


 




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(d)          There
are no existing or closed sanitary landfills, solid waste disposal sites, or hazardous waste treatment, storage or disposal facilities
(i) on or affecting the Real Estate (other than the Unencumbered Pool Assets) except where such existence has not had or could
not be reasonably be expected to have a Material Adverse Effect, or (ii) on or, to the knowledge of the Borrower, affecting an
Unencumbered Pool Asset.


 


(e)          There
has been no written claim against the Borrower, the Guarantors or their respective Subsidiaries or to the knowledge of the Borrower,
against any other Person, by any party that any use, operation, or condition of the Real Estate has caused any nuisance or any
other liability under Environmental Law or common law on any other property that remains outstanding or unresolved (except with
respect to the foregoing in this §6.19(e) as to (i) any Real Estate (other than the Unencumbered Pool Assets) where the foregoing
does not have or could not reasonably be expected to have a Material Adverse Effect and (ii) any Unencumbered Pool Assets where
the foregoing has had or could reasonably be expected, when taken together with other matters covered by this §6.19, to result
in liability, clean up, remediation, containment, correction or other costs to the Borrower or any Guarantor or any of their respective
Subsidiaries individually or in the aggregate with other Unencumbered Pool Assets in excess of $10,000,000.00 or could reasonably
be expected to materially adversely affect the operation of or ability to use such property or the health and safety of the tenants
or other occupants of such property).


 


§6.20       Subsidiaries;
Organizational Structure. Schedule 6.20(a) sets forth, as of the date hereof, all of the Subsidiaries of REIT, the form
and jurisdiction of organization of each of the Subsidiaries, and REIT’s direct and indirect ownership interests therein.
Schedule 6.20(b) sets forth, as of the date hereof, all of the Unconsolidated Affiliates of the Borrower and its Subsidiaries,
the form and jurisdiction of organization of each of the Unconsolidated Affiliates, REIT’s or its Subsidiary’s ownership
interest therein and the other owners of the applicable Unconsolidated Affiliate. As of the date hereof, no Person owns any legal,
equitable or beneficial interest in any of the Persons set forth on Schedules 6.20(a) and 6.20(b) except as set forth
on such Schedules.


 


§6.21       Leases.


 


(a)          [Reserved.]


 


(b)          There
are no rights to terminate a Ground Lease with respect to an Unencumbered Pool Asset other than the applicable ground lessor’s
right to terminate by reason of default, casualty, condemnation or other similar reasons, in each case as expressly set forth in
the applicable Ground Lease. Each Ground Lease with respect to an Unencumbered Pool Asset is in full force and effect, and no breach
or default or event that with the giving of notice or passage of time would constitute a breach or default under the applicable
Ground Lease with respect to an Unencumbered Pool Asset (a “Ground Lease Default”) exists or has occurred on
the part of the Borrower or any Guarantor or on the part of the ground lessor under any such Ground Lease. The Borrower and the
Guarantors have not received any written notice that a Ground Lease Default has occurred or exists, or that any ground lessor or
any third party alleges the same to have occurred or exist. Borrower or a Subsidiary Guarantor is the exclusive holder of the lessee’s
interest under and pursuant to each Ground Lease with respect to an Unencumbered Pool Asset and has not assigned, transferred or
encumbered its interest in, to, or under such Ground Lease, except for an encumbrance resulting from Liens which are expressly
contemplated in §§8.2(i) and 8.2(iv).


 




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§6.22       Property.
(i) All of the Unencumbered Pool Assets, and all major building systems located thereon, are structurally sound, in good condition
and working order and free from material defects, subject to ordinary wear and tear, and (ii) all of the improvement components
of the other Real Estate of the Borrower, the Guarantors and their respective Subsidiaries are structurally sound, in good condition
and working order, subject to ordinary wear and tear, except with respect to this clause (ii) where such defects do not have and
could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Pool Assets, and the use and operation
thereof, is in material compliance with all Applicable Laws, including, without limitation, laws, regulations and ordinances relating
to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection,
wetlands and tidelands (but excluding for purposes of this §6.22, Environmental Laws).


 


§6.23       Brokers.
None of REIT nor any of its Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection
with this Agreement or the Loans contemplated hereunder.


 


§6.24       Other
Debt. As of the date of this Agreement, (a) none of the Borrower, any Guarantor nor any of their respective Subsidiaries is
in default of the payment of any Indebtedness, the performance of any related agreement, mortgage, deed of trust, security agreement,
financing agreement, indenture or lease to which any of them is a party, and (b) no Indebtedness of the Borrower, any Guarantor
or any of their respective Subsidiaries has been accelerated. Neither the Borrower nor any Guarantor is a party to or bound by
any agreement, instrument or indenture that may require the subordination in right or time or payment of any of the Obligations
to any other indebtedness or obligation of the Borrower or any Guarantor. Schedule 6.24 hereto sets forth as of the date
of this Agreement all agreements, mortgages, deeds of trust, financing agreements or other material agreements binding upon the
Borrower and each Guarantor or their respective properties and entered into by the Borrower and/or such Guarantor as of the date
of this Agreement with respect to any Indebtedness of the Borrower or any Guarantor in an amount greater than $10,000,000.00, and
the Borrower has notified the Agent of such documents and, if requested by Agent, provided the Agent with such true, correct and
complete copies thereof if such documents have not been filed with the SEC.


 


§6.25       Solvency.
As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents,
including all Loans made or to be made hereunder, neither the Borrower nor any Guarantor is insolvent on a balance sheet basis
such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, the Borrower and each Guarantor
is able to pay its debts as they become due, and the Borrower and each Guarantor has sufficient capital to carry on its business.


 


§6.26       No
Bankruptcy Filing. Neither the Borrower, any Guarantor nor any Unencumbered Property Subsidiary is contemplating either the
filing of a petition by it under any state, provincial, federal or non-U.S. bankruptcy or Insolvency Laws (including corporate
laws to the extent used to compromise debts) or for the liquidation of its assets or property, and Borrower, any Guarantor nor
any Unencumbered Property Subsidiary has any knowledge of any Person contemplating the filing of any such petition against it or
any Guarantor.


 




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§6.27       No
Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance
of any actions required hereunder or thereunder is being undertaken by the Borrower, any Guarantor nor any Unencumbered Property
Subsidiary or any of their respective Subsidiaries with or as a result of any actual intent by any of such Persons to hinder, delay
or defraud any entity to which any of such Persons is now or will hereafter become indebted.


 


§6.28       Transaction
in Best Interests of the Borrower and Guarantors; Consideration. The transaction evidenced by this Agreement and the other
Loan Documents is in the best interests of the Borrower, each Guarantor and their respective Subsidiaries. The Borrower and the
Guarantors are engaged in common business enterprises related to those of the Borrower and each Guarantor will derive substantial
direct and indirect benefit from the effectiveness and existence of this Agreement. The direct and indirect benefits to inure to
the Borrower, each Guarantor and their respective Subsidiaries pursuant to this Agreement and the other Loan Documents constitute
substantially more than “reasonably equivalent value” (as such term is used in Section 548 of the Bankruptcy Code)
and “valuable consideration,” “fair value,” and “fair consideration” (as such terms are used
in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by the Borrower, the Guarantors
and their respective Subsidiaries pursuant to this Agreement and the other Loan Documents, and but for the willingness of each
Guarantor to guaranty the Loan, the Borrower would be unable to obtain the financing contemplated hereunder which financing will
enable the Borrower, each Guarantor and their respective Subsidiaries to have available financing to conduct and expand their business.


 


§6.29       Contribution
Agreement. The Borrower and the Guarantors have executed and delivered the Contribution Agreement, and the Contribution Agreement
constitutes the valid and legally binding obligations of such parties enforceable against them in accordance with the terms and
provisions thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating
to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be
brought.


 


§6.30       Representations
and Warranties of Guarantors. The Borrower has no knowledge that any of the representations or warranties of any Guarantor
contained in any Loan Document to which such Guarantor is a party are untrue or inaccurate in any material respect.


 




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§6.31       OFAC.
None of the Borrower, any Guarantor nor any Unencumbered Property Subsidiary, nor any of such Persons’ respective Subsidiaries,
or any of such Persons’ respective directors, officers, or, to the knowledge of the Borrower, employees, agents, advisors
or Affiliates of Borrower or any Guarantor (a) is (or will be) a Person: (i) that is, or is owned or controlled by Persons that
are: (x) the subject or target of any Sanctions Laws and Regulations or (y) located, organized or resident in a country or territory
that is, or whose government is, the subject of Sanctions Laws and Regulations, including, without limitation Crimea, Cuba, Iran,
North Korea and Syria or (ii) with whom any Lender is restricted from doing business under OFAC (including, those Persons named
on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24,
2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action and (b) is not and shall not engage in any dealings or transactions or otherwise be associated with
any such Person described in the foregoing clause (a) (any such Person, a “Designated Person”). In addition,
the Borrower hereby agrees to provide to the Lenders any additional information reasonably necessary from time to time in order
to ensure compliance with all applicable Laws (including, without limitation, any Sanctions Laws and Regulations) concerning money
laundering and similar activities. Neither Borrower, any Guarantor, nor any Unencumbered Property Subsidiary, nor any Subsidiary,
director or officer of Borrower, any Guarantor or any Unencumbered Property Subsidiary or, to the knowledge of Borrower, any Affiliate,
agent or employee of Borrower or any Guarantor, has engaged in any activity or conduct which would violate any applicable anti-bribery,
anti-corruption or anti-money laundering laws or regulations in any applicable jurisdiction, including without limitation, any
Sanctions Laws and Regulations.


 


§6.32       Unencumbered
Pool Assets. Schedule 1.2 is a correct and complete list of all Unencumbered Pool Assets as of the date of this Agreement.
Each of the Unencumbered Pool Assets included by the Borrower in calculation of the compliance of the covenants set forth in §9
satisfies all of the requirements contained in this Agreement for the same to be included therein.


 


§7.          AFFIRMATIVE
COVENANTS.


 


The Borrower covenants
and agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any Lender has any obligation to make any Loans
or issue Letters of Credit:


 


§7.1         Punctual
Payment. The Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest
and fees provided for in this Agreement, all in accordance with the terms of this Agreement and the Notes, as well as all other
sums owing pursuant to the Loan Documents.


 


§7.2         Maintenance
of Office. The Borrower and each Guarantor will maintain their respective chief executive office at 405 Park Avenue, Third
Floor, New York, NY 10022, or at such other place in the United States of America as the Borrower or any Guarantor shall designate
upon five (5) days prior written notice to the Agent and the Lenders, where notices, presentations and demands to or upon the Borrower
or such Guarantor in respect of the Loan Documents may be given or made.


 


§7.3         Records
and Accounts. The Borrower and each Guarantor will (a) keep, and cause each of their respective Subsidiaries to keep true
and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain
adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the
properties of their respective Subsidiaries, contingencies and other reserves. Neither the Borrower, any Guarantor nor any of their
respective Subsidiaries shall, without the prior written consent of the Agent, (x) make any material change to the accounting policies/principles
used by such Person, except with respect to changes in GAAP as set forth in §1.2(k), in preparing the financial statements
and other information described in §6.4 or 7.4, or (y) change its fiscal year. The Agent and the Lenders acknowledge
that REIT’s fiscal year is a calendar year.


 




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§7.4         Financial
Statements, Certificates and Information. The Borrower will deliver or cause to be delivered to the Agent:


 


(a)          within
ten (10) days of the filing of REIT’s Form 10-K with the SEC, but in any event not later than ninety (90) days after the
end of each calendar year, the audited consolidated balance sheet of REIT including its Subsidiaries at the end of such year, and
the related audited consolidated statements of income, shareholders’ equity and cash flows for such year, setting forth in
comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance
with GAAP, together with a certification by the chief financial officer of the Borrower or chief financial officer of REIT, on
the Borrower’s behalf, that the information contained in such financial statements fairly presents the financial position
of REIT including its Subsidiaries, taken as a whole, and accompanied by an auditor’s report prepared without qualification
as to the scope of the audit by a nationally recognized accounting firm; provided, however, the Borrower may satisfy its obligations
to deliver the financial statements described in this §7.4(a) by furnishing to the Agent a copy of REIT’s annual report
on Form 10-K in respect of such fiscal year together with the financial statements required to be attached thereto, provided REIT
is required to file such annual report on Form 10-K with the Securities and Exchange Commission and such filing is actually made;


 


(b)          within
ten (10) days of the filing of REIT’s Form 10-Q with the SEC, if applicable, but in any event not later than forty-five (45)
days after the end of each of the first three (3) calendar quarters of each year, copies of the unaudited consolidated balance
sheet of REIT including its Subsidiaries, at the end of such quarter, and the related unaudited consolidated statements of income,
unaudited consolidated balance sheet and cash flows for the portion of REIT’s fiscal year then elapsed, all in reasonable
detail and prepared in accordance with GAAP, together with a certification by the chief financial officer of REIT or the chief
financial officer of REIT, on the Borrower’s behalf, that the information contained in such financial statements fairly presents
the financial position of REIT including its Subsidiaries, taken as a whole, on the date thereof (subject to year-end adjustments
and absence of footnotes); provided, however, the Borrower may satisfy its obligations to deliver the financial statements described
in this §7.4(b) by furnishing to the Agent a copy of REIT’s quarterly report on Form 10-Q in respect of such fiscal
quarter together with the financial statements required to be attached thereto, provided REIT is required to file such quarterly
report on Form 10-Q with the Securities and Exchange Commission and such filing is actually made;


 




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(c)          simultaneously
with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b), (i) a statement (a “Compliance
Certificate”) certified by the chief financial officer or treasurer of the Borrower or the chief financial officer or
treasurer of REIT, on the Borrower’s behalf, in the form of Exhibit I hereto (or in such other form as the Agent
may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the
case may be) with the covenants contained in §9 and the other covenants described in such certificate and (if applicable)
setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date and (ii) a statement of Funds From Operations
and Adjusted FFO for the relevant period. The Borrower shall submit with the Compliance Certificate an Unencumbered Pool Certificate
in the form of Exhibit H attached hereto (an “Unencumbered Pool Certificate”) pursuant to which
the Borrower shall calculate (x) the amount of the Unencumbered Asset Value of each Unencumbered Pool Asset, and (y) the Unencumbered
Pool Aggregate Asset Value, each as of the end of the immediately preceding calendar quarter. All income, expense and value associated
with Real Estate or other Investments acquired or disposed of during any quarter will be adjusted, where applicable. Such Unencumbered
Pool Certificate shall specify whether there are any defaults under leases at an Unencumbered Pool Asset;


 


(d)          simultaneously
with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b), (i) a schedule detailing the Net Operating
Income for each of the Unencumbered Pool Assets for each such calendar quarter (such schedule to be in form reasonably satisfactory
to the Agent), and (ii) any other evidence reasonably required by the Agent to determine compliance with the covenants contained
in §9 and the other covenants covered by the Compliance Certificate;


 


(e)          simultaneously
with the delivery of the financial statements referred to in §§7.4(a) and 7.4(b) above, a statement in form and substance
reasonably satisfactory to Agent (i) listing the Real Estate owned or leased by REIT and its Subsidiaries (or in which REIT
or any of its Subsidiaries owns an interest) and stating the location thereof and the MSA thereof (with respect to Unencumbered
Pool Assets only), the date acquired, the aggregate acquisition cost for all such Real Estate, the building age, ownership type
(fee simple or Ground Lease), if such Real Estate is leased pursuant to a Ground Lease, the remaining term of such Ground Lease
and any renewal options thereunder, the identity of the property manager thereof (with respect to Unencumbered Pool Assets only),
the identity of the Tenant thereof (and whether such Tenant is an Investment Grade Tenant) and any guarantor of such Tenant’s
obligations under the applicable Lease, other financial information for such Tenant and such guarantor in Borrower’s or a
Guarantor’s possession, and scheduled rents, lease expiration dates, renewal options, tenant improvement allowances which
are outstanding and payable by the landlord under such Lease and other material terms of the lease(s) applicable to such Real Estate
(such as termination options and purchase options), (ii) listing the Indebtedness of REIT and its Subsidiaries (excluding Indebtedness
of the type described in §§8.1(a) through 8.1(d) and 8.1(f)), which statement shall include, without limitation, a statement
of the original principal amount of such Indebtedness and the current amount outstanding, the holder thereof, the maturity date
and any extension options, the interest rate, the collateral provided for such Indebtedness and whether such Indebtedness is Recourse
Indebtedness or Non-Recourse Indebtedness, and (iii) listing the Real Estate owned or leased by Borrower, the Guarantors and their
Subsidiaries (or in which Borrower, any Guarantor, or any of their Subsidiaries owns an interest) which are Land Assets or Development
Properties, and for each Development Property providing a brief summary of the status of such development;


 


(f)          promptly
following the Agent’s request, after they are filed with the Internal Revenue Service or other applicable Governmental Authority,
copies of all income tax returns and amendments thereto of the Borrower and REIT;


 




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(g)          notice
of any material audits pending or threatened in writing with respect to any tax returns filed by REIT or any of its Subsidiaries
promptly following notice of such audit;


 


(h)          upon
the Agent’s or any Lender’s written request, evidence reasonably satisfactory to the Agent of the timely payment of
all real estate taxes for the Unencumbered Pool Assets;


 


(i)          with
respect to each Tenant qualifying as an Investment Grade Tenant pursuant to clause (b) of the definition thereof, on or before
the anniversary of the last Investment Grade Tenant Certificate was delivered to Agent for such Tenant, an updated Investment Grade
Tenant Certificate and supporting Implied Credit Analysis for such Tenant;


 


(j)          promptly
upon becoming aware thereof, notice of a change in the credit rating of REIT, Borrower or any Investment Grade Tenant given by
a Rating Agency or any announcement that any rating of REIT, Borrower or an Investment Grade Tenant is “under review”
or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency;


 


(k)          within
five (5) Business Days of receipt, copies of any written claim made with respect to any Non-Recourse Exclusion;


 


(l)          promptly
upon the request of Agent, copies of any registration statements (other than the exhibits thereto and any registration statements
on Form S-8 or its equivalent) and any annual, quarterly or monthly reports and other statements of REIT which are not publicly
available;


 


(m)          without
limiting the terms of §2.11 and §2.12, a completed and executed Beneficial Ownership Certification if requested by the
Agent or any Lender at any time the Agent or such Lender determines that it is required by law to obtain such certification; and


 


(n)          from
time to time, such other financial data and information in the possession of REIT or its Subsidiaries (including without limitation
auditors’ management letters, status of litigation or investigations against REIT or any of its Subsidiaries and any settlement
discussions relating thereto, property inspection and environmental reports for the Unencumbered Pool Assets (to the extent in
Borrower’s possession), and information as to zoning and other legal and regulatory changes affecting the Borrower, any Guarantor
or any Unencumbered Property Subsidiary) as the Agent may reasonably request;


 




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The Borrower shall cooperate with the Agent
in connection with the publication to the Lenders of certain materials and/or information provided by or on behalf of the Borrower.
Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Borrower to the Agent
and the Lenders (collectively, “Information Materials”) pursuant to this Section. Any material to be delivered
pursuant to this §7.4 may be delivered electronically directly to the Agent and the Lenders, provided that such material
is in a format reasonably acceptable to the Agent, and such material shall be deemed to have been delivered to the Agent and the
Lenders upon the Agent’s receipt thereof. Upon the request of the Agent, the Borrower shall deliver paper copies thereof
to the Agent and the Lenders. The Borrower and the Guarantors authorize Agent and Arrangers to disseminate any such materials,
including without limitation the Information Materials, to the other Lenders through the use of Intralinks, SyndTrak or any other
electronic information dissemination system (an “Electronic System”). Any such Electronic System is provided
“as is” and “as available.” The Agent and the Arrangers do not warrant the adequacy of any Electronic System
and expressly disclaim liability for errors or omissions in any notice, demand, communication, information or other material provided
by or on behalf of Borrower that is distributed over or by any such Electronic System (“Communications”). No
warranty of any kind, express, implied or statutory, including, without limitation, 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 Agent or
the Arrangers in connection with the Communications or the Electronic System. In no event shall the Agent, the Arrangers or any
of their directors, officers, employees, agents or attorneys have any liability to the Borrower or the Guarantors, any Lender or
any other Person for damages of any kind, including, without limitation, direct or indirect, special, incidental, consequential
or punitive damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Guarantors’,
the Agent’s or any Arranger’s transmission of Communications through the Electronic System, and the Borrower and the
Guarantors release Agent, the Arrangers and the Lenders from any liability in connection therewith, except as to any of the Agent,
the Arrangers or any Lender for any actual damages (but specifically excluding any special, incidental, consequential or punitive
damages) to the extent arising from the Agent’s, any such Arranger’s or any such Lender’s own gross negligence
or willful misconduct as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods.
Borrower acknowledges that 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 Borrower, its Subsidiaries 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. All of the Information Materials delivered by Borrower hereunder shall be deemed to be private information
and shall not be shared with such Public Lenders, except for any Information Materials that are (a) filed with a Governmental Authority
and are available to the public, or (b) clearly and conspicuously identified by the Borrower as “PUBLIC”, which, at
a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information
Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Lenders and the Arrangers to treat
such Information Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries,
its Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, however,
that to the extent such Information Materials constitute confidential information, they shall be treated as provided in §18.7).
Borrower agrees that (i) all Information Materials marked “PUBLIC” by Borrower are permitted to be made available through
a portion of any electronic dissemination system designated “Public Investor” or a similar designation, and (ii) the
Agent and the Arrangers shall be entitled to treat any Information Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of any electronic dissemination system not designated “Public Investor” or a
similar designation.


 




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§7.5         Notices.


 


(a)          Defaults.
The Borrower will promptly upon becoming aware of same notify the Agent in writing of the occurrence of any Default or Event of
Default, or of any failure described in §12.1(c) which does not constitute a Default or an Event of Default due to the operation
of §12.2(a)(iv), which notice shall describe such occurrence with reasonable specificity and shall state that such notice
is a “notice of default” or “notice of failure”, as applicable.


 


(b)          Environmental
Events. The Borrower will give notice to the Agent within twenty (20) Business Days of becoming aware of (i) any potential
or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law; (ii) any
violation of any Environmental Law that the Borrower, any Guarantor or any of their respective Subsidiaries reports in writing
or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any non-U.S.,
federal, state, local or provincial environmental agency or (iii) any inquiry, proceeding, investigation, or other action,
including a notice from any Governmental Authority of potential environmental liability, of any non-U.S., federal, state, local
or provincial environmental Governmental Authority, that in any case under this §7.5(b) involves (A) an Unencumbered Pool
Asset and could reasonably be expected to result in liability, clean-up, remediation, containment, correction or other costs to
Borrower or any Guarantor or any of their respective Subsidiaries of $2,000,000.00 or more, or (B) any other Real Estate and
could reasonably be expected to have a Material Adverse Effect.


 


(c)          Notice
of Material Adverse Events.  The Borrower will give notice to the Agent within five (5) Business Days of becoming aware of
any matter, including (i) breach or non-performance of, or any default under, any provision of any security issued by REIT, Borrower
or any of their respective Subsidiaries 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; (ii) any dispute, litigation, investigation, proceeding or suspension between REIT,
Borrower or any of their respective Subsidiaries and any governmental authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting REIT, Borrower or any of their respective Subsidiaries, in each case under
this clause (c) that has resulted or could reasonably be expected to result in a Material Adverse Effect.


 


(d)          Reserved.


 


(e)          Notice
of Litigation and Judgments. The Borrower will give notice to the Agent in writing within ten (10) Business Days of becoming
aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower,
any Guarantor or any of their respective Subsidiaries or to which the Borrower, any Guarantor or any of their respective Subsidiaries
is or is to become a party involving an uninsured claim against the Borrower, any Guarantor or any of their respective Subsidiaries
that could either reasonably be expected to cause a Default or could reasonably be expected to have a Material Adverse Effect and
stating the nature and status of such litigation or proceedings. The Borrower will give notice to the Agent, in writing, in form
and detail reasonably satisfactory to the Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance,
whether final or otherwise, against the Borrower, Guarantors or any of their respective Subsidiaries in an amount in excess of
$5,000,000.00.


 




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(f)          Ground
Lease. The Borrower will promptly notify the Agent in writing of any material default by a Fee Owner in the performance or
observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground
Lease related to an Unencumbered Pool Asset. The Borrower will promptly deliver to the Agent copies of all material notices, certificates,
requests, demands and other instruments received from or given by a Fee Owner to the Borrower or a Subsidiary Guarantor under a
Ground Lease related to an Unencumbered Pool Asset.


 


(g)          ERISA.
The Borrower will give notice to the Agent within ten (10) Business Days after Borrower, Guarantors, any Unencumbered Property
Subsidiary or any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as
defined in Section 4043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or
knows that the plan sponsor or plan administrator of any such plan has given or is required to give notice of any such reportable
event; (ii) gives a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA; or (iii) receives a
copy of any notice issued by the PBGC under Title IV or ERISA of an intent to terminate or appoint a trustee to administer any
such plan.


 


(h)          Notices
of Default Under Leases. The Borrower will give notice to the Agent in writing within ten (10) Business Days after the Borrower
or any Guarantor (i) receives written notice from a Tenant under a Lease (or any guarantor of such Lease) of an Unencumbered Pool
Asset of a material default by the landlord under such Lease, or (ii) delivers a written notice to any Tenant under a Lease (or
any guarantor of such Lease) of an Unencumbered Pool Asset of a payment or other material default by such Tenant under its Lease
(or any guarantor of such Lease).


 


(i)          Governmental
Authority Notices. The Borrower will give notice to the Agent within ten (10) Business Days of receiving any documents, correspondence
or notice from any Governmental Authority that regulates the operation of any Unencumbered Pool Asset where such document, correspondence
or notice relates to threatened or actual change or development that would be materially adverse to any Unencumbered Pool Asset,
its Tenant or the Subsidiary Guarantor that owns or leases such Unencumbered Pool Asset, or could reasonably be expected to have
a Material Adverse Effect on the Borrower or any other Guarantor.


 


(j)          Notification
of Lenders. Within five (5) Business Days after receiving any notice under this §7.5, the Agent will forward a copy thereof
to each of the Lenders, together with copies of any certificates or other written information that accompanied such notice.


 


§7.6         Existence;
Maintenance of Properties.


 


(a)          Except
as permitted under §§8.4 and 8.8, the Borrower and each Guarantor will (i) preserve and keep in full force and effect
their legal existence in the jurisdiction of its incorporation or formation, (ii) will cause each of their respective Subsidiaries
that are not Guarantors to preserve and keep in full force and effect their legal existence in the jurisdiction of its incorporation
or formation except where such failure has not had and could not reasonably be expected to have a Material Adverse Effect, and
(iii) in the event the Borrower, any Guarantor or any Unencumbered Property Subsidiary is a limited liability company, shall not,
nor shall any of its members or managers, take any action in furtherance of, or consummate, an LLC Division with respect to such
Person. Except as permitted under §§8.4 and 8.8, the Borrower and each Guarantor will preserve and keep in full force
all of their rights and franchises and those of their respective Subsidiaries, the preservation of which is necessary to the conduct
of their business (except with respect to Subsidiaries of the Borrower that are not Guarantors, where such failure has not had
and could not reasonably be expected to have a Material Adverse Effect). REIT shall at all times comply with all requirements and
Applicable Laws necessary to maintain REIT Status and shall continue to receive REIT Status. The Borrower shall continue to own
directly or indirectly one hundred percent (100%) of the Subsidiary Guarantors.


 




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(b)          The
Borrower and each Guarantor (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct
of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order in all
material respects (ordinary wear and tear excepted) and supplied with all necessary equipment, and (ii) will cause to be made
all necessary repairs, renewals, replacements, betterments and improvements thereof (except to the extent such obligations are
required to be complied with by Tenants under the applicable Lease), except with respect to Real Estate (other than the Unencumbered
Pool Assets) to the extent that noncompliance with such covenants could not reasonably be expected to have a Material Adverse Effect;
provided, that nothing contained in this §7.6(b) shall be construed to limit the terms of §7.20(a)(ii).


 


§7.7         Insurance.
The Borrower, the Guarantors and their respective Subsidiaries (as applicable) will procure and maintain or cause to be procured
and maintained insurance covering the Borrower, the Guarantors and their respective Subsidiaries (as applicable) and the Real Estate
in such amounts and against such risks and casualties as are customary for properties of similar character and location, due regard
being given to the type of improvements thereon, their construction, location, use and occupancy; it being understood and agreed
that the foregoing shall not modify any obligation of a Tenant under a Lease with regard to the placement and maintenance of insurance.
The Borrower shall pay all premiums on insurance policies.


 


§7.8         Taxes;
Liens. The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, duly pay and discharge, or cause
to be paid and discharged, before the same shall become delinquent, all material taxes, assessments and other governmental charges
imposed upon them or upon the Unencumbered Pool Assets or the other Real Estate, sales and activities, or any part thereof, or
upon the income or profits therefrom as well as all claims for labor, materials or supplies that if unpaid might by law become
a lien or charge upon any of its property or other property of the Borrower, the Guarantors or their respective Subsidiaries and
all non-governmental assessments, levies, maintenance and other charges, whether resulting from covenants, conditions and restrictions
or otherwise, water and sewer rents and charges assessments on any water stock, utility charges and assessments and owner association
dues, fees and levies, provided that any such tax, assessment, charge or levy or claim need not be paid if the validity
or amount thereof shall currently be contested in good faith by appropriate proceedings which shall suspend the collection thereof
with respect to such property and the Borrower or applicable Guarantor or Subsidiary shall not be subject to any fine, suspension
or loss of privileges or rights by reason of such proceeding, neither such property nor any portion thereof or interest therein
would be in any danger of sale, forfeiture, loss or suspension of operation by reason of such proceeding and the Borrower, such
Guarantor or any such Subsidiary shall have set aside on its books adequate reserves in accordance with GAAP; and provided,
further, that forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor,
the Borrower, such Guarantor or any such Subsidiary either (i) will provide a bond issued by a surety reasonably acceptable
to the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay each such tax, assessment,
charge or levy.


 




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§7.9         Inspection
of Properties and Books. The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the
Agent and the Lenders, at the Borrower’s expense, upon reasonable prior notice, to visit and inspect any of the properties
of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of Tenants under their Leases and
provided that, except after an Event of Default, such visits and inspections shall not include any intrusive or invasive environmental
sampling, testing or investigation), to examine the books of account of the Borrower, any Guarantor and their respective Subsidiaries
(and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, any Guarantor
and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all
at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default
or Event of Default shall then have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections.
In the event that the Agent or a Lender shall visit and inspect a property of a Subsidiary of the Borrower which is not a Guarantor,
such visit and inspection shall be made with a representative of the Borrower (and the Borrower agrees to use reasonable efforts
to make such representative available). The Lenders shall use good faith efforts to coordinate such visits and inspections so as
to minimize the interference with and disruption to the normal business operations of such Persons.


 


§7.10       Compliance
with Laws, Contracts, Licenses, and Permits. The Borrower and the Guarantors will, and will cause each of their respective
Subsidiaries to, and, to the extent permitted by the terms of the applicable Leases, will use reasonable efforts to cause the Tenants
of the Unencumbered Pool Assets to, comply in all material respects (provided that the foregoing qualification shall not limit
other provisions of this Agreement) with (a) all Applicable Laws now or hereafter in effect wherever its business is conducted
(excluding all Environmental Laws which are exclusively addressed in §8.6 below), (b) the provisions of its corporate
charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other formation,
governing or charter documents and bylaws, (c) all material agreements and instruments to which it is a party or by which
it or any of its properties may be bound, (d) all applicable decrees, orders, and judgments, and (e) all licenses and
permits required by Applicable Laws (excluding all Environmental Laws which are exclusively addressed in §8.6 below) for the
conduct of its business or the ownership, use or operation of its properties, except where (x) in the case of any of the Borrower,
any Guarantor or any Tenant of any Unencumbered Pool Asset, failure to so comply with either clause (a), (c), (d) or (e) would
not result in the material non-compliance with the items described in such clauses, and (y) with respect to any other Person,
failure to so comply with clause (a), (b), (c), (d) or (e), as the case may be, would not reasonably be expected to have a Material
Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government
shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of
its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all reasonable
steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence
thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot
Act (in all material respects) and shall promptly advise the Agent in writing in the event that the Borrower shall determine that
any investors in the Borrower are in violation of such act.


 




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§7.11       Further
Assurances. The Borrower and each Guarantor will, and will cause each of their respective Subsidiaries to, cooperate with the
Agent and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably request to
carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents.


 


§7.12       Limiting
Agreements


 


(a)          Neither
Borrower, the Guarantors nor any of their respective Subsidiaries shall enter into, any agreement, instrument or transaction which
has or may have the effect of prohibiting or limiting Borrower’s, the Guarantors’ or any of their respective Subsidiaries’
ability to pledge to Agent any Unencumbered Pool Assets as security for the Obligations (provided that a requirement to maintain
a pool of unencumbered properties to support financial covenants relating to other Unsecured Indebtedness permitted by this Agreement
shall not violate the foregoing covenant). Borrower will not take, and will not permit the Guarantors or any of their respective
Subsidiaries to take, any action that would impair the right and ability of Borrower, the Guarantors and their respective Subsidiaries
to pledge such assets as security for the Obligations without any such pledge after the date hereof causing or permitting the acceleration
(after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrower, the Guarantors or any
of their respective Subsidiaries.


 


(b)          Borrower
shall, upon demand, provide to the Agent such evidence as the Agent may reasonably require to evidence compliance with this §7.12,
which evidence shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit
the Borrower’s, any Guarantor’s or any Subsidiary’s ability to pledge Unencumbered Pool Assets as security for
Indebtedness, or which provide for the occurrence of a default (after the giving of notice or the passage of time, or otherwise)
if Unencumbered Pool Assets are pledged in the future as security for Indebtedness of the Borrower or any Guarantor.


 


§7.13       Reserved.


 


§7.14       Business
Operations. REIT and its Subsidiaries shall operate their respective businesses in substantially the same manner and in substantially
the same fields and lines of business as such business is now conducted and such other lines of business that are reasonably related
or incidental or ancillary thereto and in compliance with the terms and conditions of this Agreement and the Loan Documents. Neither
REIT nor the Borrower will, or permit any of their respective Subsidiaries to, directly or indirectly, engage in any line of business
other than the acquisition, ownership, operation and development of primarily single-tenant net lease commercial income producing
properties for office, retail and industrial uses, and such other lines of business that are reasonably related or incidental or
ancillary thereto and in compliance with the terms and conditions of this Agreement and the Loan Documents.


 




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§7.15       Reserved.


 


§7.16       Reserved.


 


§7.17       Ownership
of Real Estate. Without the prior written consent of the Agent, all Real Estate and all interests (whether direct or indirect)
of REIT or the Borrower in any Real Estate assets now owned or leased or acquired or leased after the date hereof shall be owned
or leased directly by the Borrower or a Wholly-Owned Subsidiary of the Borrower; provided, however that the Borrower
shall be permitted to own or lease interests in Real Estate through non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates
of the Borrower as permitted by §8.3(l).


 


§7.18       Distributions
of Income to the Borrower. Subject to the last sentence of this §7.18, the Borrower shall cause all of its Subsidiaries
(subject to the terms of any loan documents under which such Subsidiary is the borrower or a guarantor, including, without limitation,
any restrictions on distributions of such Subsidiary set forth in instruments evidencing property-level Secured Indebtedness of
such Subsidiary) to promptly distribute to the Borrower (but not less frequently than once each calendar quarter, unless otherwise
approved by the Agent), whether in the form of dividends, distributions or otherwise, all profits, proceeds or other income relating
to or arising from its Subsidiaries’ use, operation, financing, refinancing, sale or other disposition of their respective
assets and properties after (a) the payment by each Subsidiary of its debt service, operating expenses, any non-U.S., U.S. federal,
state and local taxes payable by such Subsidiary, capital improvements and leasing commissions for such quarter, and (b) the establishment
of reasonable reserves for the payment of (i) operating expenses not paid on at least a quarterly basis, (ii) capital improvements
and tenant improvements to be made to such Subsidiary’s assets and properties approved by such Subsidiary in the course of
its business consistent with its past practices and (iii) any non-U.S., U.S. federal, state and local taxes payable by such Subsidiary,
(c) with respect to any Subsidiary which is a taxable REIT subsidiary, retention of such funds as REIT may reasonably determine
to the extent that such distribution could reasonably be expected to affect the REIT’s ability to satisfy the income tests
in Section 856(c) of the Code, and (d) with respect to Subsidiaries not organized under the laws of a political subdivision of
the United States, retention of such funds as are necessary to comply with applicable legal restrictions, to preserve tax status,
or otherwise to address currency exchange or other operating business issues as reasonably determined by the officers of the REIT.
Neither the Borrower, the Guarantors or any of their Subsidiaries shall enter into any agreement that limits the ability of any
Subsidiary to make a dividend or distribution payment to the Borrower or any Guarantor or to otherwise transfer any property to
the Borrower or any Guarantor, provided, however, that this sentence shall not prohibit (x) any negative pledge incurred or
provided in favor of any holder of Secured Indebtedness permitted under §8.1(h) and §8.1(i) solely to the extent any
such negative pledge relates to the property financed by or the subject of such Indebtedness, and (y) any negative pledge
or other such restriction on the making of dividend or distribution payments in the definitive documentation of any Unsecured Indebtedness
that is not more onerous, when taken as a whole, than the terms of this Agreement, taken as a whole. Notwithstanding anything to
the contrary contained in this §7.18, any Subsidiary of Borrower not organized under the laws of a political subdivision of
the United States shall not be required to make any distributions to the Borrower pursuant to this §7.18 (and Borrower shall
have no obligation under this §7.18 to cause such Subsidiary to make any such distribution to Borrower), except upon the occurrence
and during the continuance of a Default or an Event of Default, in which event, after consultation with the Agent, Borrower shall
cause each such Subsidiary to promptly make distributions to Borrower in accordance with the first sentence of this §7.18
(with the first of such distributions occurring no later than ten (10) Business Days after Agent directs Borrower to cause such
distributions to be made).


 




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§7.19       Plan
Assets. The Borrower, the Guarantors and each of their respective Subsidiaries will do, or cause to be done, all things necessary
to ensure that none of its Real Estate will be deemed to be Plan Assets at any time.


 


§7.20       Unencumbered
Pool Assets.


 


(a)          The
Eligible Real Estate included as Unencumbered Pool Assets and in the calculation of the Unencumbered Pool Aggregate Asset Value
shall at all times satisfy all of the following conditions (unless otherwise permitted pursuant to §7.20(b)):


 


(i)          the
Eligible Real Estate shall be owned one hundred percent (100%) in fee simple, or leased under a Ground Lease as to which no Ground
Lease Default has occurred, by the Borrower or a Subsidiary Guarantor, in each case free and clear of all Liens other than the
Liens permitted in §8.2(i), (iv) and (ix), and such Eligible Real Estate shall not have applicable to it any restriction which
prohibits or purports to prohibit the sale, pledge, transfer, mortgage or assignment of such Eligible Real Estate, or the creation
or assumption of any Lien on such Eligible Real Estate or interest therein as security for the Obligations (including any restrictions
contained in any applicable organizational documents or any other instrument or agreement (other than a Loan Document)) (any such
restriction, a “Negative Pledge”);


 


(ii)         none
of the Eligible Real Estate shall have any material title, survey, environmental, structural or other defects that would give rise
to a materially adverse effect as to the value, use of or ability to sell or refinance such property, and all representations and
warranties with respect to such Eligible Real Estate shall be true and correct in all material respects (without giving effect
to any knowledge qualifier with respect to any such representation or warranty set forth in §6.19);


 


(iii)        if
such Eligible Real Estate is owned or leased by an Unencumbered Property Subsidiary, (a) the only asset of such Subsidiary shall
be the Eligible Real Estate included as an Unencumbered Pool Asset and any furniture, fixtures, equipment and cash related to,
or used in the ordinary operation of, such Eligible Real Estate, (b) Borrower shall directly or indirectly own 100% of all Equity
Interests (including all economic, beneficial and voting interests) in such Unencumbered Property Subsidiary, any and all intermediate
entities shall be Subsidiary Guarantors to the extent required by this Agreement, and no direct or indirect ownership or other
interests or rights of Borrower in any such Unencumbered Property Subsidiary shall be subject to any Lien (other than Liens permitted
pursuant to §8.2(i)(A)) or any Negative Pledge, and (c) without limiting the ability of such Unencumbered Property Subsidiary
to guaranty Unsecured Indebtedness otherwise permitted hereunder, such Unencumbered Property Subsidiary shall not be a borrower,
primary obligor or guarantor with respect to any other Indebtedness;


 




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(iv)        such
Eligible Real Estate shall be self-managed by the Borrower or the Subsidiary Guarantor or by a Property Manager pursuant to a Management
Agreement;


 


(v)         no
more than fifteen percent (15.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to one Unencumbered Pool
Asset (or twenty percent (20.0%) if the sole Tenant thereof is an Investment Grade Tenant), provided that any excess Unencumbered
Asset Value attributable to such Unencumbered Pool Asset above such limit shall not, by itself, constitute a Default or Event of
Default, but such excess shall be excluded from the calculation of Unencumbered Pool Aggregate Asset Value;


 


(vi)        No
more than fifteen percent (15.0%) of the Unencumbered Pool Aggregate Asset Value shall be subject to Ground Leases, provided that
any excess Unencumbered Asset Value attributable to such Unencumbered Pool Asset(s) above such limit shall not, by itself, constitute
a Default or Event of Default, but such excess shall be excluded from the calculation of Unencumbered Pool Aggregate Asset Value;


 


(vii)       No
more than twenty percent (20.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to the same Tenant or its
Affiliates (or twenty-five percent (25.0%) if such Tenant is an Investment Grade Tenant), provided that any excess Unencumbered
Asset Value attributable to such Unencumbered Pool Asset(s) above such limit shall not, by itself, constitute a Default or Event
of Default, but such excess shall be excluded from the calculation of Unencumbered Pool Aggregate Asset Value;


 


(viii)      no
more than twenty-five percent (25.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to any single MSA, provided
that any excess Unencumbered Asset Value attributable to such Unencumbered Pool Asset(s) above such limit shall not, by itself,
constitute a Default or Event of Default, but such excess shall be excluded from the calculation of Unencumbered Pool Aggregate
Asset Value;


 


(ix)         At
least forty percent (40.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to Investment Grade Tenants, provided
that any shortfall to such requirement shall not, by itself, constitute a Default or Event of Default, but Unencumbered Asset Value
attributable to Unencumbered Pool Assets not leased to Investment Grade Tenants shall instead be reduced such that, after giving
effect to such reduction, forty percent (40.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to Investment
Grade Tenants;


 


(x)          the
Eligible Real Estate included as Unencumbered Pool Assets shall at all times have in the aggregate a weighted average remaining
lease term (calculated by weighting the remaining lease term of each such Eligible Real Estate (without regard to any extension
options at the tenant’s discretion) by the Unencumbered Asset Value attributable to such Eligible Real Estate) of not less
than five (5) years; provided, however, that the foregoing requirement shall not be applicable at any time REIT has obtained and
is maintaining an Investment Grade Rating from at least two (2) Rating Agencies;


 




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(xi)         No
more than five percent (5.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to Unencumbered Pool Assets
that are “dark” (i.e., not being operated by the applicable Tenant (including any subtenant thereof) and in respect
of which the applicable Tenant is paying in full the rent and other amounts due under its Lease for such Unencumbered Pool Asset
and is in compliance with its other material obligations under its Lease), provided that any excess Unencumbered Asset Value attributable
to such Unencumbered Pool Asset(s) above such limit shall not, by itself, constitute a Default or Event of Default, but such excess
shall be excluded from the calculation of Unencumbered Pool Aggregate Asset Value;


 


(xii)        No
more than fifteen percent (15.0%) of the Unencumbered Pool Aggregate Asset Value shall be attributable to Unencumbered Pool Assets
located in Approved Foreign Countries, provided that any excess Unencumbered Asset Value attributable to such Unencumbered Pool
Asset(s) above such limit shall not, by itself, constitute a Default or Event of Default, but such excess shall be excluded from
the calculation of Unencumbered Pool Aggregate Asset Value;


 


(xiii)       there
shall be at all times at least sixty-five (65) Unencumbered Pool Assets included in the calculation of Unencumbered Pool Aggregate
Asset Value and the Unencumbered Pool Aggregate Asset Value shall be at least Six Hundred Million Dollars ($600,000,000);


 


(xiv)      the
Borrower shall have delivered to the Agent (A) a written request to include such Eligible Real Estate as an Unencumbered Pool Asset,
(B) the Eligible Real Estate Qualification Documents, and such Eligible Real Estate Qualification Documents shall have been approved
by the Agent (in its reasonable discretion); provided, with respect to the initial Unencumbered Pool Assets set forth on
Schedule 1.2 attached hereto, that the Eligible Real Estate Qualification Documents required to be delivered pursuant to
this clause (xiv) shall be deemed to be the “Eligible Real Estate Qualification Documents” delivered pursuant to the
Existing Credit Agreement and Agent hereby confirms its approval of the same, (C) a certification by the chief financial officer
of REIT that such Real Estate qualifies as Eligible Real Estate and as to the matters covered under §7.20(a)(i)-(xiii) in
the form of Exhibit “K” hereto (an “Unencumbered Pool Asset Certificate”), and (D) such other
information as the Agent may reasonably require with respect to such Eligible Real Estate, including, but not limited to, any information
required by the Agent to determine the Unencumbered Asset Value attributable to such Eligible Real Estate and compliance with this
§7.20; and


 


(xv)       such
Eligible Real Estate shall not have been excluded from the calculation of the Unencumbered Pool Aggregate Asset Value pursuant
to §7.20(c), §7.20(d) or §7.20(e).


 


(b)          Notwithstanding
the foregoing, in the event any Real Estate does not qualify as an Eligible Real Estate or satisfy the requirements of §7.20(a),
such Real Estate shall be included in the calculation of the Unencumbered Pool Aggregate Asset Value so long as the Agent shall
have received the prior written consent of each of the Majority Lenders to the inclusion of such Real Estate in the calculation
of the Unencumbered Pool Aggregate Asset Value, and no Default or Event of Default shall arise hereunder solely as a result of
such Real Estate failing to satisfy the specific requirements of Eligible Real Estate or §7.20(a) which initially disqualified
such Real Estate from being included in the calculation of the Unencumbered Pool Aggregate Asset Value pursuant to §7.20(a).
It is agreed and understood that any Real Estate included in the calculation of the “Unencumbered Pool Aggregate Asset Value”
pursuant to §7.20(b) of the Existing Credit Agreement which is included in such calculation immediately prior to the Closing
Date shall continue to be included in the calculation of the Unencumbered Pool Aggregate Asset Value hereunder on the Closing Date
so long as such Real Estate continues to satisfy the requirements of Eligible Real Estate and §7.20(a) hereof, except for
such requirements which initially disqualified such Real Estate from being included in the calculation of the Unencumbered Pool
Aggregate Asset Value under the Existing Credit Agreement.


 




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(c)          In
the event that all or any material portion of any Unencumbered Pool Asset included in the calculation of the Unencumbered Pool
Aggregate Asset Value shall be damaged in any material respect or taken by condemnation, then such property shall no longer be
included in the calculation of the Unencumbered Pool Aggregate Asset Value unless and until (i) any damage to such real estate
is repaired or restored, such real estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent
of the value of such real estate following such repair or restoration (both at such time and prospectively) or (ii) the Agent shall
receive evidence reasonably satisfactory to the Agent that the value of such real estate (both at such time and prospectively)
shall not be materially adversely affected by such damage or condemnation. In the event that such damage or condemnation only partially
affects such Unencumbered Pool Asset included in the calculation of the Unencumbered Pool Aggregate Asset Value, then the Agent
may in good faith reduce the Unencumbered Asset Value attributable thereto based on such damage until such time as the Agent receive
evidence satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall no longer be
materially adversely affected by such damage or condemnation.


 


(d)          Upon
any asset ceasing to qualify to be included as an Unencumbered Pool Asset, such asset shall no longer be included in the calculation
of the Unencumbered Pool Aggregate Asset Value unless otherwise approved in writing by the Majority Lenders. Within five (5) Business
Days after becoming aware of any such disqualification, the Borrower shall deliver to the Agent a certificate reflecting such disqualification,
together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default arises as a result
of such disqualification, and a calculation of the Unencumbered Asset Value attributable to such asset. Simultaneously with the
delivery of the items required pursuant above, the Borrower shall deliver to the Agent an updated Unencumbered Pool Certificate
demonstrating, after giving effect to such removal or disqualification, compliance with the conditions and covenants contained
in §§7.20, 9.3 and 9.4.


 


(e)          In
addition, the Borrower may voluntarily remove any Real Estate from the calculation of the Unencumbered Pool Aggregate Asset Value
by delivering to the Agent, no later than five (5) Business Days prior to date on which such removal is to be effected, notice
of such removal, together with a statement that no Default or Event of Default then exists or would, upon the occurrence of such
event or with passage of time, result from such removal, the identity of the Unencumbered Pool Asset being removed, and a calculation
of the Unencumbered Asset Value attributable to such Unencumbered Pool Asset. Simultaneously with the delivery of the items required
pursuant above, the Borrower shall deliver to the Agent a pro forma Compliance Certificate and Unencumbered Pool Certificate demonstrating,
after giving effect to such removal or disqualification, compliance with the covenants contained in §7.20, §9.3 and §9.4.


 




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§7.21       Management.
The Borrower shall not and shall not permit any Subsidiary Guarantor to enter into any Management Agreement with a manager other
than Property Manager after the date hereof for any Unencumbered Pool Asset without the prior written consent of the Agent (which
shall not be unreasonably withheld, conditioned or delayed).


 


§7.22       Beneficial
Ownership. Promptly following any change in beneficial ownership of the Borrower that would render any statement in an existing
Beneficial Ownership Certification untrue or inaccurate, the Borrower shall furnish to the Agent (for further delivery by the Agent
to the Lenders in accordance with its customary practice) an updated Beneficial Ownership Certification for the Borrower.


 


§7.23       Sanctions
Laws and Regulations. The Borrower shall not, directly or indirectly, use the proceeds of the Loans or any Letter of Credit
or lend, contribute or otherwise make available such proceeds to any Guarantor, Subsidiary, Unconsolidated Affiliate or other Person
(i) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such
funding is itself the subject of territorial sanctions under applicable Sanctions Laws and Regulations, (ii) in any manner that
would result in a violation of applicable Sanctions Laws and Regulations by any party to this Agreement, or (iii) in any manner
that would cause the Borrower, the Guarantors or any of their respective Subsidiaries to violate the United States Foreign Corrupt
Practices Act. None of the funds or assets of the Borrower or Guarantors that are used to pay any amount due pursuant to this Agreement
shall constitute funds obtained from transactions with or relating to Designated Persons or countries which are themselves the
subject of territorial sanctions under applicable Sanctions Laws and Regulations. Borrower shall maintain policies and procedures
designed to achieve compliance with Sanctions Laws and Regulations.


 


§8.          NEGATIVE
COVENANTS.


 


The Borrower covenants
and agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any of the Lenders has any obligation to make
any Loans or issue any Letter of Credit:


 


§8.1         Restrictions
on Indebtedness. The Borrower will not, and will not permit any Guarantor or their respective Subsidiaries to, create, incur,
assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than:


 


(a)          Indebtedness
to the Lenders arising under any of the Loan Documents;


 


(b)          Indebtedness
to the Lender Hedge Providers in respect of any Hedge Obligations;


 


(c)          current
liabilities of the Borrower, the Guarantors or their respective Subsidiaries incurred in the ordinary course of business but not
incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis
customarily extended and in fact extended in connection with normal purchases of goods and services;


 




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(d)          Indebtedness
in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that
payment therefor shall not at the time be required to be made in accordance with the provisions of §7.8;


 


(e)          Indebtedness
in respect of judgments only to the extent, for the period and for an amount not resulting in an Event of Default;


 


(f)          endorsements
for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of
business;


 


(g)          subject
to the provisions of §9, Indebtedness of the REIT, the Borrower, International Holdco, Global II Holdco, Global II International
Holdco or any other Subsidiary of Borrower (other than a Subsidiary of Borrower which is a Guarantor or an Unencumbered Property
Subsidiary) in respect of Derivatives Contracts that are entered into in the ordinary course of business and not for speculative
purposes; and


 


(h)          subject
to the provisions of §9, (i) Non-Recourse Indebtedness that is secured by Real Estate (other than the Unencumbered Pool Assets
or interest therein) and related assets (and guaranties of Non-Recourse Exclusions with respect to such Indebtedness), and (ii)
Secured Recourse Indebtedness (and guaranties of such Indebtedness), provided that no such Secured Recourse Indebtedness shall
be secured by any Unencumbered Pool Asset or interest therein; and


 


(i)          subject
to the provisions of §9, Unsecured Indebtedness (and guaranties of such Indebtedness) (in each case, other than Indebtedness
of the type included in clause (f) above) of REIT and its Subsidiaries.


 


Notwithstanding anything
in this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(h) above shall have any of the Unencumbered
Pool Assets or any interest therein or any direct or indirect ownership interest in the Borrower, any Subsidiary Guarantor or the
Unencumbered Property Subsidiary owning such asset as collateral, and (ii) none of the Subsidiaries of Borrower which directly
or indirectly own or lease an Unencumbered Pool Asset (including, without limitation, any Unencumbered Property Subsidiary) shall
create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including,
without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual
and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise)
other than Indebtedness described in §§8.1(a), 8.1(b), 8.1(c), 8.1(d), 8.1(e), 8.1(f) or 8.1(i) and, solely with respect
to International Holdco, Global II Holdco and Global II International Holdco, 8.1(h) above (provided that such Indebtedness shall
not be secured by an Unencumbered Pool Asset, any asset related thereto or any interest therein, nor any direct or indirect interest
of the Borrower, any Guarantor or any of their respective Subsidiaries in any Unencumbered Property Subsidiary), and (iii) REIT
shall not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness
(including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with
respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person,
or otherwise) other than Indebtedness described in §§8.1(a)-(g) and (i) above and, solely with respect to REIT providing
unsecured guaranties of such Indebtedness, the Indebtedness described in §8.1(h) above.


 




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§8.2         Restrictions
on Liens, Etc. The Borrower will not, and will not permit any Guarantor or their respective Subsidiaries to create or incur
or suffer to be created or incurred or to exist any Lien upon any of their respective property or assets of any character whether
now owned or hereafter acquired, or upon the income or profits therefrom; provided that notwithstanding anything to the
contrary contained herein, the Borrower, any Guarantor or any such Subsidiary may create or incur or suffer to be created or incurred
or to exist:


 


(i)          Liens
on properties to secure (A) taxes, assessments and other governmental charges (excluding any Lien imposed pursuant to any of the
provisions of ERISA or pursuant to any Environmental Laws) or, (B) claims for labor, material or supplies incurred in the ordinary
course of business in respect of obligations not then delinquent or which are being contested as permitted under this Agreement;


 


(ii)         Liens
on assets other than (A) Eligible Real Estate, (B) Unencumbered Pool Assets, or (C) any direct or indirect interest of the Borrower,
any Guarantor or any Subsidiary of the Borrower in any Unencumbered Property Subsidiary in respect of judgments permitted by §8.1(e);
provided that the foregoing shall not prohibit, in the case of any asset referenced in subclauses (A), (B) or (C) above
of this §8.2(ii), a Lien resulting from a judgment otherwise permitted by §8.1(e);


 


(iii)        deposits
or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions
or other social security obligations;


 


(iv)        encumbrances
on properties consisting of easements, rights of way, zoning restrictions, leases and other occupancy agreements, restrictions
on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under
leases to which the Borrower, an Unencumbered Property Subsidiary or a Subsidiary of any such Person is a party, and other minor
non-monetary liens or encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct
of the business of the Borrower, the Subsidiary Guarantors or their respective Subsidiaries, which defects do not individually
or in the aggregate have a materially adverse effect on the business of the Borrower, any Subsidiary Guarantor or any Unencumbered
Property Subsidiary individually, or on the Unencumbered Pool Assets;


 


(v)         Liens
on assets or interests therein (but excluding (A) the Unencumbered Pool Assets, any asset related thereto or any interest therein,
(B) Eligible Real Estate, or (C) any direct or indirect interest of the Borrower, Guarantors or any of their respective Subsidiaries
in any Unencumbered Property Subsidiary) to secure Secured Indebtedness of Subsidiaries of the Borrower permitted by §8.1(h);


 




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(vi)        rights
of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent
incurred in connection with the maintenance of such deposit accounts in the ordinary course of business;


 


(vii)       Liens
of Capitalized Leases;


 


(viii)      Liens
securing obligations in the nature of the performance of bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like
nature incurred in the ordinary course of business; and


 


(ix)         Liens
arising under any of the Loan Documents securing the Obligations and the Hedge Obligations.


 


Notwithstanding anything
in this Agreement to the contrary, (A)(i) no Subsidiary of Borrower which directly or indirectly owns or leases an Unencumbered
Pool Asset (including, without limitation, an Unencumbered Property Subsidiary) shall create or incur or suffer to be created or
incurred or to exist any Lien other than Liens contemplated in §§8.2(i), (iv), (vi) and (ix) and, solely with respect
to International Holdco, Global II Holdco and Global II International Holdco, §8.2(v) above, and (ii) REIT shall not create
or incur, nor suffer to be created or incurred, nor permit to exist any Lien other than Liens contemplated in §§8.2(i),
(ii), (iii), (vi), and (ix); and (B) the Borrower shall not create or incur, nor suffer to be created or incurred, nor permit to
exist any Lien on any legal, equitable or beneficial interest of the Borrower in any Subsidiary of Borrower which directly or indirectly
owns or leases an Unencumbered Pool Asset (including, without limitation, an Unencumbered Property Subsidiary), including, without
limitation, any Distributions or rights to Distributions on account thereof.


 


§8.3         Restrictions
on Investments. Neither the Borrower will, nor will it permit any Guarantor or any of its Subsidiaries to, make or permit to
exist or to remain outstanding any Investment except Investments:


 


(a)          in
marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase
by the Borrower or its Subsidiary;


 


(b)          in
marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association,
Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives,
Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any
other agency or instrumentality of the United States of America;


 


(c)          in
demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess
of $100,000,000.00;


 


(d)          in
commercial paper assigned the highest rating by two (2) or more national credit rating agencies and maturing not more than ninety
(90) days from the date of creation thereof;


 




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(e)          in
bonds or other obligations having a short term unsecured debt rating of not less than A-1+ by S&P and P-1+ by Moody’s
and having a long term debt rating of not less than A by S&P and A1 by Moody’s issued by or by authority of any state
of the United States, any territory or possession of the United States, including the Commonwealth of Puerto Rico and agencies
thereof, or any political subdivision of any of the foregoing;


 


(f)          in
repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing
§8.3(a), 8.3(b) or 8.3(c) with banks described in the foregoing §8.3(c) or with financial institutions or other corporations
having total assets in excess of $500,000,000.00;


 


(g)          in
shares of so-called “money market funds” registered with the SEC under the Investment Company Act of 1940 which maintain
a level per-share value, invest principally in investments described in the foregoing §§8.3(a) through 8.3(f) and have
total assets in excess of $50,000,000.00;


 


(h)          consisting
of the acquisition of fee or leasehold interests by the Borrower or its Subsidiaries in (i) Real Estate which is developed as single-tenant
properties for office, retail and industrial uses located in the United States of America or an Approved Foreign Country and businesses
and investments incidental thereto, and (ii) subject to the restrictions set forth in this §8.3, the acquisition of Land Assets
to be developed for the foregoing purpose;


 


(i)          by
the Borrower and its Wholly-Owned Subsidiaries in Subsidiaries that are directly or indirectly one hundred percent (100%) owned
by such Person or jointly with the Borrower or its Wholly-Owned Subsidiaries;


 


(j)          in
Land Assets, provided that the aggregate Investment therein shall not exceed five percent (5%) of Consolidated Total Asset
Value;


 


(k)          in
(i) Mortgage Note Receivables secured by properties of the type described in §8.3(h)(i) and (ii) mezzanine notes and other
promissory notes secured by properties of the type described in §8.3(h)(i) or Equity Interests of Persons holding such properties,
provided that the aggregate Investment under this clause (k) shall not exceed ten percent (10%) of Consolidated Total
Asset Value;


 


(l)          in
non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates to purchase properties of the type described in §8.3(h)(i), provided
that the aggregate Investment therein shall not exceed fifteen percent (15%) of Consolidated Total Asset Value;


 


(m)          in
Development Properties for properties of the type described in §8.3(h)(i), provided that the aggregate construction
and development budget for Development Properties (including land) shall not exceed five percent (5%) of Consolidated Total Asset
Value;


 


(n)          consisting
of advances to officers, directors and employees of Borrower and Subsidiaries for travel, entertainment, relocation and analogous
ordinary business purposes;


 




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(o)          in
connection with a merger, consolidation or stock acquisition pursuant to §8.4, (i) made in the ordinary course of business
and subject to the other investment limits contained in this §8.3, constituting all of the Equity Interests of any Person
the assets of which (other than immaterial assets) constitute real property assets and which Investments do not constitute or include
the assumption of Indebtedness of such Person or a guarantee of Indebtedness of such Person (in each case other than Non-Recourse
Indebtedness) or (ii) all of the Equity Interests in any other Person so long as (A) unless the assets of such Person (other than
immaterial assets) constitute real property assets, Borrower shall have given the Agent and the Lenders at least 30 days’
prior written notice of such Investment; (B) immediately prior thereto, and immediately thereafter and after giving effect thereto,
no Default or Event of Default has occurred or would result therefrom and (C) prior to consummating such Investment, Borrower shall
have delivered to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based
on information then available to the Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms
and conditions of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained
in §9, after giving effect to such Investment;


 


(p)          in
readily marketable common shares, preferred shares or senior notes issued by publicly traded companies (which Investments may be
made through mutual funds);


 


(q)          in
other Cash Equivalents;


 


(r)          other
short term liquid Investments approved in writing by the Agent; and


 


(s)          guaranties
of Indebtedness of Borrower, Guarantors or any of their respective Subsidiaries permitted under §8.1 .


 


Notwithstanding the foregoing,
in no event shall the aggregate value of the holdings of the Borrower, any Guarantor and their Subsidiaries in the Investments
described in §8.3(k), (l) and (p) exceed twenty percent (20%) of Consolidated Total Asset Value at any time.


 


For the purposes of
this §8.3, the Investment of REIT or any of its Subsidiaries in any non-Wholly-Owned Subsidiaries and Unconsolidated Affiliates
will equal (without duplication) the sum of (i) such Person’s pro rata share of Development Property of their non-Wholly-Owned
Subsidiaries and Unconsolidated Affiliates, plus (ii) such Person’s pro rata share of their non-Wholly-Owned Subsidiaries
and Unconsolidated Affiliates’ Investment in Land Assets; plus (iii) such Person’s pro rata share of any other
Investments valued at the lower of GAAP book value or market value.


 




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§8.4         Merger,
Consolidation. Other than with respect to or in connection with any disposition permitted under §8.8, the Borrower will
not nor will it permit the Guarantors or any of their respective Subsidiaries to dissolve, liquidate, dispose of (including, without
limitation, by way of an LLC Division) all or substantially all of its assets or business, merge, reorganize, consolidate or enter
into any other business combination to effect any asset acquisition, stock acquisition or other acquisition individually or in
a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent
of the Agent and the Majority Lenders. Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and
is continuing immediately before and after giving effect thereto, the following shall be permitted without the consent of the Agent
or any Lender: (i) the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower (it
being understood and agreed that in any such event the Borrower, as applicable, will be the surviving Person), (ii) the merger
or consolidation of two or more Subsidiaries of the Borrower; provided that no such merger or consolidation shall involve any Subsidiary
Guarantor, an Unencumbered Property Subsidiary or a Subsidiary that in either case directly or indirectly owns an Unencumbered
Pool Asset unless such Subsidiary Guarantor, Unencumbered Property Subsidiary or other Subsidiary that in either case directly
or indirectly owns an Unencumbered Pool Asset, as applicable, will be the surviving Person, (iii) the liquidation or dissolution
of any Subsidiary of the Borrower that does not own, directly or indirectly, any Unencumbered Pool Assets so long as such Subsidiary
is not a Guarantor (or if such Subsidiary is a Guarantor, so long as the Borrower and such Subsidiary comply with the provisions
of §5.3), (iv) the merger or consolidation of a Subsidiary Guarantor into (A) REIT or Borrower, provided that REIT or Borrower,
as applicable, shall be the continuing or surviving Person, (B) another Subsidiary Guarantor, or (C) any other Person, directly
or indirectly or as contemplated in §8.3(o), subject to compliance with the terms of this Agreement and provided that, if
it owns an Unencumbered Pool Asset and is not the surviving entity, then Borrower has complied with §7.20(e) to remove such
Unencumbered Pool Asset from being included in the calculation of the Unencumbered Pool Aggregate Asset Value; and (v) the merger
or consolidation, directly or indirectly or as contemplated in §8.3(o), of REIT or Borrower with any other Person so long
as (X) REIT or Borrower, as applicable, shall be the continuing and surviving Person; (Y) Borrower shall have given the Agent and
the Lenders at least 30 days’ prior written notice of such consolidation or merger; and (Z) Borrower shall have delivered
to the Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information
then available to the Borrower, evidencing the continued compliance by the Borrower and Guarantors with the terms and conditions
of this Agreement and the other Loan Documents, including, without limitation, the financial covenants contained in §9, after
giving effect to such consolidation or merger, together with any documentation and information reasonably requested by the Lenders
in connection with “know your customer” laws or policies. Nothing in this §8.4 shall prohibit the dissolution
of a Subsidiary which has disposed of its assets in accordance with this Agreement. A Subsidiary of the Borrower may sell all of
its assets (and may effectuate such sale by merger or consolidation with another Person, with such other Person being the surviving
entity) subject to compliance with the terms of this Agreement (including, without limitation, §§5.3 and 8.8), and after
any such permitted sale, may dissolve.


 


§8.5         Sale
and Leaseback. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries, to enter into any
arrangement, directly or indirectly, whereby the Borrower, any Guarantor or any such Subsidiary shall sell or transfer any Real
Estate owned by it in order that then or thereafter the Borrower or any such Subsidiary shall lease back such Real Estate without
the prior written consent of Agent, such consent not to be unreasonably withheld.


 




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§8.6         Compliance
with Environmental Laws. The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and,
to the extent permitted by the terms of the applicable Leases, will use reasonable efforts to cause the Tenants of the Unencumbered
Pool Assets to, comply in all material respects (provided that the foregoing qualification shall not limit other provisions of
this Agreement) with (a) all Environmental Laws, and (b) all licenses and permits required by applicable Environmental Laws for
the conduct of its business or the ownership, use or operation of its properties, except, in each case under this §8.6, (i)
with respect to any Real Estate that is not an Unencumbered Pool Asset, where such non-compliance does not have and could not reasonably
be expected to have a Material Adverse Effect, and (ii) with respect to any Unencumbered Pool Asset included in the calculation
of Unencumbered Pool Aggregate Asset Value where such non-compliance does not have and could not reasonably be expected, when taken
with other matters covered by §6.19 or this §8.6, to result in liability, clean-up, remediation, containment, correction
or other costs to Borrower or any Guarantor or any of their respective Subsidiaries individually or in the aggregate with other
Unencumbered Pool Assets in excess of $10,000,000.00 or materially adversely affect the operation of or ability to use such property
or the health and safety of the tenants or other occupants of such property; provided, that Borrower shall diligently use commercially
reasonable efforts to pursue corrective, remedial and other actions required to bring such Unencumbered Pool Asset into compliance
with applicable Environmental Laws. None of the Borrower nor any Guarantor will, nor will any of them permit any of their respective
Subsidiaries or any other Person to, do any of the following: (a) use any of the Real Estate or any portion thereof as a facility
for the generation, handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances
used in the ordinary course of operating office, retail or industrial properties as permitted under this Agreement and in material
compliance with all applicable Environmental Laws, (b) cause or permit to be located on any of the Real Estate any underground
tank or other underground storage receptacle for Hazardous Substances except in compliance with applicable Environmental Laws,
(c) generate any Hazardous Substances on any of the Real Estate except in compliance with applicable Environmental Laws, (d) conduct
any activity at any Real Estate or use any Real Estate in any manner that could reasonably be expected to cause a Release of Hazardous
Substances on, upon or into the Real Estate or any surrounding properties or any threatened Release of Hazardous Substances which
could reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or (e) directly or indirectly
transport or arrange for the transport of any Hazardous Substances (except in compliance with all applicable Environmental Laws),
except, in each case under this §8.6, (i) with respect to any Real Estate that is not an Unencumbered Pool Asset, where any
such use, generation, conduct or other activity does not have and could not reasonably be expected to have a Material Adverse Effect,
and (ii) with respect to any Unencumbered Pool Asset included in the calculation of Unencumbered Pool Aggregate Asset Value where
such use, generation, conduct or other activity does not have and could not reasonably be expected, when taken with other matters
covered by §6.19 or this §8.6, to result in liability, clean-up, remediation, containment, correction or other costs
to Borrower or any Guarantor or any of their respective Subsidiaries individually or in the aggregate with other Unencumbered Pool
Assets in excess of $10,000,000.00 or materially adversely affect the operation of or ability to use such property or the health
and safety of the tenants or other occupants of such property; provided, that Borrower shall diligently use commercially reasonable
efforts to pursue corrective, remedial and other actions required to bring such Unencumbered Pool Asset into compliance with applicable
Environmental Laws.


 




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The Borrower and the
Guarantors shall, and shall cause their respective Subsidiaries to:


 


(i)          in
the event of any change in applicable Environmental Laws governing the assessment, release or removal of Hazardous Substances,
take reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of the Borrower)
to confirm that no Hazardous Substances which are the subject of such change in applicable Environmental Laws were Released or
disposed of on the Unencumbered Pool Assets in violation of applicable Environmental Laws, except with respect to any issues which
have been previously remediated in compliance with applicable Environmental Laws; and


 


(ii)         if
any Release or disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate
or which may be reasonably likely otherwise to expose it to liability shall occur or shall have occurred on the Unencumbered Pool
Assets (including, without limitation, any such Release or disposal occurring prior to the acquisition or leasing of such Unencumbered
Pool Asset by the Borrower or any Guarantor), the Borrower shall, after obtaining knowledge thereof, cause the prompt containment
and removal of such Hazardous Substances and remediation of the Unencumbered Pool Assets as required and in full compliance with
all applicable Environmental Laws; provided, that each of the Borrower and a Guarantor shall be deemed to be in compliance
with Environmental Laws for the purpose of this clause (ii) so long as it or a responsible third party with sufficient financial
resources is taking reasonable action to remediate or manage any event of noncompliance to the extent required under applicable
Environmental Laws to the reasonable satisfaction of the Agent and no action shall have been commenced or filed by any enforcement
agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the
covenants contained herein.


 


(iii)        At
any time after an Event of Default shall have occurred hereunder, the Agent may at its election (and will at the request of the
Majority Lenders) obtain such environmental assessments of any or all of the Unencumbered Pool Assets prepared by an Environmental
Engineer as may be necessary or advisable for the purpose of evaluating or confirming (A) whether any Hazardous Substances are
present in the soil or water at or migrating to or from any such Unencumbered Pool Asset in violation of applicable Environmental
Laws and (B) whether the use and operation of any such Unencumbered Pool Asset complies with all applicable Environmental Laws
to the extent required by the Loan Documents. Additionally, at any time that the Agent or the Majority Lenders shall have reasonable
grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain,
correct or otherwise remediate or which otherwise may be reasonably likely to expose such Person to liability may have occurred,
relating to any Unencumbered Pool Asset, or that any of the Unencumbered Pool Assets is not in compliance with applicable Environmental
Laws to the extent required by the Loan Documents, the Borrower shall promptly upon the request of the Agent obtain and deliver
to the Agent such environmental assessments of such Unencumbered Pool Asset prepared by an Environmental Engineer as may be necessary
or advisable for the purpose of evaluating or confirming (A) whether any Hazardous Substances are present in the soil or water
at or migrating to or from such Unencumbered Pool Asset in violation of applicable Environmental Laws and (B) whether the use and
operation of such Unencumbered Pool Asset comply with all applicable Environmental Laws to the extent required by the Loan Documents.
Environmental assessments may include detailed visual inspections of such Unencumbered Pool Asset including, without limitation,
any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking of soil samples, as well as such
other investigations or analyses as are reasonably necessary or appropriate for a determination of the compliance of such Unencumbered
Pool Asset and the use and operation thereof with all applicable Environmental Laws. All environmental assessments contemplated
by this §8.6 shall be at the sole cost and expense of the Borrower.


 




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§8.7         Distributions.


 


(a)          The
Borrower shall not pay any Distribution (other than any Distribution expressly permitted pursuant to the immediately following
sentence) to the partners, members or other owners of the Borrower, and REIT shall not pay any Distribution (other than any Distribution
expressly permitted pursuant to the immediately following sentence) to its owners, to the extent that the aggregate amount of such
Distributions paid in any fiscal quarter, when added to the aggregate amount of all other Distributions paid in the same fiscal
quarter and the preceding three (3) fiscal quarters, exceeds one hundred percent (100%) of such Person’s Adjusted FFO for
such period (calculated as of the last day of the most recently ended fiscal quarter for the four quarter period ending on such
date of determination); provided, that for one fiscal quarter in each calendar year, such amount may exceed one hundred
percent (100%) of Adjusted FFO but shall not exceed one hundred five percent (105%) of Adjusted FFO; and provided, further,
that the limitations contained in this §8.7(a) shall not preclude the Borrower or REIT from making Distributions in an amount
equal to the minimum distributions required under the Code to maintain the REIT Status of REIT and to avoid the payment of federal
or state income or excise tax, in each case, as evidenced by a certification of the principal financial officer or accounting officer
of REIT containing calculations in detail reasonably satisfactory in form and substance to the Agent. Notwithstanding the foregoing,
so long as no Event of Default has occurred and is continuing or would result therefrom, including an Event of Default related
to any financial covenant set forth in this Agreement, (i) Borrower and REIT may request the Majority Lenders’ consent to
a Distribution that is not a Distribution permitted by the immediately preceding sentence, which consent shall be granted or withheld
in the sole, but good faith, business judgment of the Majority Lenders, (ii) Borrower and REIT may purchase, redeem or otherwise
acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue (occurring in under thirty
(30) days) of new Equity Interests, (iii) Borrower, REIT and each Subsidiary may make payments in lieu of the issuance of fractional
shares representing insignificant interests in connection with the exercise of warrants, options or other securities convertible
into or exchangeable for Equity Interests of REIT, Borrower or any Subsidiary, (iv) Borrower, REIT and each Subsidiary may make
non-cash Distributions in connection with the implementation of or pursuant to any retirement, health, stock option and other benefit
plans, bonus plans, performance-based incentive plans, and other similar forms of compensation for the benefit of the directors,
officers and employees of REIT, Borrower and the Subsidiaries, and (v) the REIT or the Borrower may, and the Borrower may make
dividends or distributions to the REIT to allow the REIT to make, any (x) redemption or cash settlement payments and (y) any cash
interest payments, in each case, in accordance with the terms of any series of convertible Indebtedness of the REIT or the Borrower
which is issued by the REIT or the Borrower and otherwise permitted hereunder (provided, for the avoidance of doubt, that all obligations
of REIT or Borrower with respect to such convertible Indebtedness shall continue to constitute Indebtedness for purposes of this
Agreement until such convertible Indebtedness is converted to Equity Interests, repaid or retired in accordance with the terms
thereof). For purposes of this §8.7(a), Distributions shall not include any Dividend Reinvestment Proceeds.


 




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(b)          Notwithstanding
anything to the contrary contained in §8.7(a), at any time REIT has obtained and is maintaining an Investment Grade Rating
from at least two (2) of the Rating Agencies, the limitation on Distributions set forth in §8.7(a) shall not be applicable;
provided, however, that except as expressly set forth in §8.7(c), the Borrower shall not pay any Distribution
to the partners, members or other owners of the Borrower, and REIT shall not pay any Distribution to its owners, if a Default or
an Event of Default shall have occurred and be continuing, or if a Default or an Event of Default would occur as a result of making
any such Distribution.


 


(c)          If
a Default or Event of Default shall have occurred and be continuing, the Borrower shall make no Distributions to its partners,
members or other owners, and REIT shall not pay any Distribution to its owners, other than Distributions in an amount equal to
the minimum distributions required under the Code to maintain the REIT Status of REIT, as evidenced by a certification of the principal
financial or accounting officer of the Borrower containing calculations in detail reasonably satisfactory in form and substance
to the Agent.


 


§8.8         Asset
Sales. The Borrower will not, and will not permit the Guarantors or their respective Subsidiaries to, sell, transfer or otherwise
dispose of any material asset other than (a) pursuant to a bona fide arm’s length transaction, (b) sales, transfers or other
dispositions of obsolete or worn out property, whether now owned or hereafter acquired, (c) as permitted by §8.4, (d) sales,
transfers or other dispositions otherwise permitted by the Loan Documents, (e) sales to the Borrower or any Guarantor, and (f)
sales between Subsidiaries of the Borrower that are not Subsidiary Guarantors and do not own, directly or indirectly, any Unencumbered
Pool Assets. In addition, neither the Borrower, the Guarantors nor any respective Subsidiary thereof shall sell, transfer, or otherwise
dispose of any assets in a single or a series of related transactions with an aggregate value greater than twenty percent (20%)
of the Consolidated Total Asset Value without the prior written approval of the Majority Lenders, provided that Borrower, Guarantors
or any of their Subsidiaries may sell, transfer or otherwise dispose of such assets in an arm’s length transaction, so long
as (i) if such asset is an Unencumbered Pool Asset, then Borrower shall have complied with §7.20(e) and (ii) Borrower and
REIT will remain in pro forma compliance with the covenants set forth in §8 and §9 after giving effect to such transaction.


 


§8.9         Restriction
on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries
to, (a) during the existence of any Default arising from Borrower’s failure to pay any amounts due under the Loan Documents
or any Event of Default, optionally prepay, redeem, defease, purchase or otherwise retire the principal amount, in whole or in
part, of any Indebtedness other than the Obligations; provided, that the foregoing shall not prohibit (x) the prepayment
of Indebtedness which is financed solely from the incurrence of Indebtedness which would otherwise be permitted by the terms of
§8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by
Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; or (b) modify
any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal
of such Indebtedness during the existence of an Event of Default.


 




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§8.10       Reserved.


 


§8.11       Derivatives
Contracts. Neither the Borrower, the Guarantors nor any of their respective Subsidiaries shall contract, create, incur, assume
or suffer to exist any Derivatives Contracts except for Hedge Obligations and Derivatives Contracts permitted pursuant to §8.1.


 


§8.12       Transactions
with Affiliates. The Borrower shall not, and shall not permit any Guarantor or Subsidiary of any of them to, permit to exist
or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service)
with any Affiliate (but not including the Borrower or any Guarantor), except (i) transactions in connection with Management Agreements
or other property management agreements relating to Real Estate other than the Unencumbered Pool Assets, (ii) transactions
set forth on Schedule 6.14 attached hereto, (iii) transactions in the ordinary course of business pursuant to the reasonable
requirements of the business of such Person (including, for the avoidance of doubt, operating leases entered into between or among
the Borrower, any Guarantor and any Wholly-Owned Subsidiary of the Borrower or such Guarantor) and upon fair and reasonable terms
which are no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person
that is not an Affiliate, (iv) reasonable and customary fees paid to, and indemnification arrangements with, members of the board
of directors (or similar governing body) of any of REIT, Borrower and their respective Subsidiaries or the issuance of directors’
or nominees’ qualifying shares, (v) compensation and indemnification arrangements for directors (or equivalent), officers
and employees of the Advisor, REIT, Borrower and their respective Subsidiaries, including retirement, health, option and other
benefit plans, bonuses, performance-based incentive plans, and other similar forms of compensation, the granting of Equity Interests
to the Advisor and directors (or equivalent), officers and employees of the Advisor, REIT, Borrower and their respective Subsidiaries
in connection with the implementation of any such arrangement, and the funding of any such arrangement, (vi) transactions among
Borrower and a Wholly-Owned Subsidiary of the Borrower permitted under §§8.3 and 8.4, and transactions permitted under
§8.7 and (vii) transactions pursuant to the Advisory Agreement.


 


§8.13       Advisory
Agreement. During the existence of any Default pursuant to §12.1(b) or any Event of Default, without the prior written
consent of the Agent, the Borrower shall not permit or agree to any amendment, modification, restatement or replacement of the
Advisory Agreement which increases the amount of advisory fees or other payments payable thereunder or is otherwise adverse to
the interests of the Agent or the Lenders.


 


§8.14       Changes
to Organizational Documents. The Borrower shall not amend or modify, or permit the amendment or modification of, the articles,
bylaws, limited liability company agreements or other formation or organizational documents of the Borrower, any Guarantor or any
Unencumbered Property Subsidiary in a manner that would have a material adverse effect on the rights under the Loan Documents of
the Agent, the Lenders, any Issuing Lender and the Swing Loan Lender, taken as a whole, without the prior written consent of the
Agent, not to be unreasonably withheld, conditioned or delayed.


 




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§9.          FINANCIAL
COVENANTS.


 


The Borrower covenants
and agrees that, so long as any Loan, Note or Letter of Credit is outstanding or any Lender has any obligation to make any Loans
or issue any Letter of Credit:


 


§9.1         Maximum
Leverage Ratio. The Borrower will not at any time permit the ratio of Consolidated Total Indebtedness to Consolidated Total
Asset Value (expressed as a percentage) to exceed sixty percent (60%); provided, however, that the Borrower shall
have the option, exercisable not more than three (3) times prior to the latest Maturity Date hereunder by providing written notice
thereof to the Agent, to increase the foregoing limit to sixty-five percent (65%) for the two (2) consecutive fiscal quarters following
a Material Acquisition (with the first such fiscal quarter being the same fiscal quarter in which the assets acquired in such Material
Acquisition are included in the calculation of Consolidated Total Asset Value).


 


§9.2         Minimum
Fixed Charge Coverage Ratio. The Borrower will not at any time permit the ratio of Adjusted Consolidated EBITDA for the most
recently completed full fiscal quarter, annualized, to Consolidated Fixed Charges for the most recently completed full fiscal quarter,
annualized, to be less than 1.60 to 1.00.


 


§9.3         Maximum
Unencumbered Leverage Ratio. The Borrower will not at any time permit the ratio of Consolidated Total Unsecured Indebtedness
to Unencumbered Pool Aggregate Asset Value (expressed as a percentage) to exceed sixty percent (60%).


 


§9.4         Unencumbered
Debt Service Coverage Ratio. The Borrower will not at any time permit the ratio of Unencumbered Net Operating Income for the
most recently completed full fiscal quarter, annualized, to Unencumbered Implied Debt Service (expressed as a percentage) to be
less than 1.55 to 1.0.


 


§9.5         Maximum
Secured Leverage Ratio. The Borrower will not at any time permit the ratio of Consolidated Total Secured Indebtedness to Consolidated
Total Asset Value (expressed as a percentage) to exceed forty-five percent (45%).


 


§9.6         Maximum
Secured Recourse Debt Ratio. The Borrower will not at any time permit the ratio of Consolidated Total Secured Recourse Indebtedness
to Consolidated Total Asset Value (expressed as a percentage) to exceed fifteen percent (15%).


 


§9.7         Minimum
Consolidated Tangible Net Worth. The Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the
sum of (i) $1,582,434,400.00, plus (ii) eighty percent (80%) of the sum of any additional Net Offering Proceeds
after the date of this Agreement.


 


§10.         CLOSING
CONDITIONS.


 


The obligation of the
Lenders to make the Loans or issue the Letter(s) of Credit shall be subject to the satisfaction of the following conditions precedent:


 




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§10.1       Loan
Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto and shall
be in full force and effect. The Agent shall have received a fully executed counterpart of each such document, except that each
Revolving Credit Lender shall have received the fully-executed original of its Revolving Credit Note and each Term Loan Lender
shall have received the fully-executed original of its Term Loan Note.


 


§10.2       Certified
Copies of Organizational Documents. The Agent shall have received from the Borrower and each Guarantor a copy, certified as
of a recent date by the appropriate officer of each State (or equivalent jurisdiction of an Approved Foreign Country) in which
such Person is organized and (with respect to any Guarantor that owns an Unencumbered Pool Asset) in which such Unencumbered Pool
Asset is located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the
partnership agreement, corporate charter or operating agreement and/or other organizational agreements of the Borrower and each
such Guarantor, as applicable, and its qualification to do business, as applicable, as in effect on such date of certification.


 


§10.3       Resolutions.
All action on the part of the Borrower and each Guarantor, as applicable, necessary for the valid execution, delivery and performance
by such Person of this Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly
and effectively taken, and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.


 


§10.4       Incumbency
Certificate; Authorized Signers. The Agent shall have received from the Borrower and each Guarantor an incumbency certificate,
dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature
of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which
such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the Closing
Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized
Officer who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give
notices and to take other action on behalf of the Borrower under the Loan Documents.


 


§10.5       Opinion
of Counsel. The Agent shall have received an opinion addressed to the Lenders and the Agent and dated as of the Closing Date
from counsel to the Borrower and each Guarantor in form and substance reasonably satisfactory to the Agent.


 


§10.6       Payment
of Fees. The Borrower shall have paid to the Agent the fees payable pursuant to §4.2.


 


§10.7       Performance;
No Default. The Borrower and each Guarantor shall have performed and complied with all terms and conditions herein required
to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or
Event of Default.


 


§10.8       Representations
and Warranties. The representations and warranties made by the Borrower and each Guarantor in the Loan Documents or otherwise
made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in connection therewith shall be true and
correct in all material respects on the Closing Date (although any representations and warranties which expressly relate to a given
date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective
period, as the case may be) (in each case, without duplication of any materiality qualified contained therein).


 




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§10.9       Proceedings
and Documents. All proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents
shall be reasonably satisfactory to the Agent and the Agent’s counsel in form and substance, and the Agent shall have received
all information and such counterpart originals or certified copies of such documents and such other certificates, opinions, assurances,
consents, approvals or documents as the Agent and the Agent’s counsel may reasonably require.


 


§10.10     Eligible
Real Estate Qualification Documents. The Eligible Real Estate Qualification Documents for each Eligible Real Estate that is
an Unencumbered Pool Asset as of the Closing Date shall have been delivered to the Agent at the Borrower’s expense and shall
be in form and substance reasonably satisfactory to the Agent (which for the purposes hereof with respect to the initial Unencumbered
Pool Assets set forth on Schedule 1.2 attached hereto shall be deemed to be the “Eligible Real Estate Qualification
Documents” delivered pursuant to the Existing Credit Agreement and Agent hereby confirms its approval of the same).


 


§10.11     Borrower
Certifications. The Agent shall have received (i) a Compliance Certificate, (ii) an Unencumbered Pool Certificate, and (iii)
an Unencumbered Pool Asset Certificate, dated as of the date of the Closing Date demonstrating compliance with each of the covenants
calculated therein as of the most recent calendar quarter for which the Borrower has provided financial statements under §6.4.
In addition, the Agent shall have received an updated Investment Grade Tenant Certificate, dated as of the Closing Date, with respect
to each “Investment Grade Tenant Certificate” delivered to the Agent pursuant to the Existing Credit Agreement which
is dated more than one (1) year prior to the Closing Date.


 


§10.12     Consents.
The Agent shall have received evidence reasonably satisfactory to the Agent that all necessary stockholder, partner, member or
other consents required in connection with the consummation of the transactions contemplated by this Agreement and the other Loan
Documents have been obtained.


 


§10.13     Contribution
Agreement. The Agent shall have received an executed counterpart of the Contribution Agreement.


 


§10.14     KYC.
The Borrower and each Guarantor shall have provided to the Agent and the Lenders the documentation and other information requested
by the Agent or any Lender to comply with its “know your customer” requirements and to confirm compliance with all
applicable Sanctions Laws and Regulations, the United States Foreign Corrupt Practices Act and other Applicable Law, and if the
Borrower qualifies as a “legal entity customer” within the meaning of the Beneficial Ownership Regulation, the Borrower
shall have provided to the Agent (for further delivery by the Agent to the Lenders in accordance with its customary practice) a
Beneficial Ownership Certification for the Borrower; in each case delivered at least five (5) Business Days prior to the Closing
Date.


 




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§10.15     Organizational
Chart. The Agent shall have received a certified organizational chart, in form reasonably acceptable to the Agent, for (i)
REIT and its Subsidiaries (provided that such organizational chart will not need to detail investors in REIT unless such investors
own, directly or indirectly, more than twenty-five percent (25%) of REIT), and (ii) Advisor and its Subsidiaries.


 


§10.16     Other.
The Agent shall have reviewed such other documents, instruments, certificates, opinions, assurances, consents and approvals as
the Agent or the Agent’s Special Counsel may reasonably have requested.


 


§11.         CONDITIONS
TO ALL BORROWINGS.


 


The obligations of
the Lenders to make any Loan or issue any Letter of Credit, whether on or after the Closing Date, shall also be subject to the
satisfaction of the following conditions precedent:


 


§11.1       Reserved.


 


§11.2       Representations
True; No Default. Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of
their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered
pursuant to or in connection with this Agreement shall be true and correct in all material respects as of the time of the making
of such Loan or the issuance of such Letter of Credit, with the same effect as if made at and as of that time, except to the extent
of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation
or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified
date), and no Default or Event of Default shall have occurred and be continuing.


 


§11.3       Borrowing
Documents. The Agent shall have received a fully completed Loan Request for such Loan and the other documents and information
as required by §2.7, or a fully completed Letter of Credit Request required by §2.10, as applicable.


 


§12.         EVENTS
OF DEFAULT; ACCELERATION; ETC.


 


§12.1       Events
of Default and Acceleration. If any of the following events (subject to §12.2, “Events of Default”
or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”)
shall occur:


 


(a)          the
Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether by mandatory prepayment,
at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;


 


(b)          the
Borrower shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the Letters of Credit or any
fees or other sums due hereunder or under any of the other Loan Documents when the same shall become due and payable, whether by
mandatory prepayment, at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment;


 




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(c)          the
Borrower shall fail to perform any term, covenant or agreement contained in §9;


 


(d)          any
of the Borrower, the Guarantors or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement
contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in the other
subsections or clauses of this §12 or in the other Loan Documents);


 


(e)          any
representation or warranty made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries in this
Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request,
or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance
of any Letter of Credit or any of the other Loan Documents shall prove to have been false in any material respect upon the date
when made or deemed to have been made or repeated;


 


(f)          the
Borrower, any Guarantor or any of their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or
within any applicable period of grace, any obligation for borrowed money or credit received or other Indebtedness (including under
any Derivatives Contract), or shall fail to observe or perform any term, covenant or agreement contained in any agreement by which
it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness (including under
any Derivatives Contract) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder
or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the prepayment, redemption,
purchase, termination or other settlement thereof; provided, however, that the events described in this §12.1(f)
shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in
this §12.l(f), involves (i) any Recourse Indebtedness singly or in the aggregate totaling in excess of $25,000,000, or (ii)
obligations for Non-Recourse Indebtedness singly or in the aggregate totaling in excess of $100,000,000.00;


 


(g)          any
of the Borrower, the Guarantors, or any of their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors,
or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition
or apply for the appointment of a trustee or other custodian, liquidator, monitor, receiver, receiver-manager, or similar official
for it or any substantial part of its assets, (ii) shall commence any case or other proceeding relating to it under any Insolvency
Law of any jurisdiction, now or hereafter in effect, or (iii) shall take any action to authorize or in furtherance of any
of the foregoing; provided that the events described in this §12.1(g) as to any Subsidiary of the Borrower that is
not a Guarantor shall not constitute an Event of Default unless the value of the assets of any such Subsidiary or Subsidiaries
that is not a Guarantor (calculated, to the extent applicable, consistent with the calculation of Consolidated Total Asset Value)
subject to an event or events described in §12.1(g), 12.1(h) or 12.1(i) individually exceeds $5,000,000.00 (or, if the Consolidated
Tangible Net Worth equals or exceeds $750,000,000.00, $15,000,000.00) or in the aggregate exceeds $10,000,000.00 (or, if the Consolidated
Tangible Net Worth equals or exceeds $750,000,000.00, $30,000,000.00);


 




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(h)          a
petition or application shall be filed for the appointment of a trustee or other custodian, liquidator, monitor, receiver, receiver-manager,
or similar official of any of the Borrower, the Guarantors, or any of their respective Subsidiaries or any substantial part of
the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any Insolvency Law of
any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence
therein or such petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing
or commencement thereof; provided that the events described in this §12.1(h) as to any Subsidiary of the Borrower that
is not a Guarantor shall not constitute an Event of Default unless the value of the assets of any such Subsidiary or Subsidiaries
that is not a Guarantor (calculated, to the extent applicable, consistent with the calculation of Consolidated Total Asset Value)
subject to an event or events described in §12.1(g), 12.1(h) or 12.1(i) individually exceeds $5,000,000.00 (or if the Consolidated
Tangible Net Worth equals or exceeds $750,000,000.00, $15,000,000.00) or in the aggregate exceeds $10,000,000.00 (or, if the Consolidated
Tangible Net Worth equals or exceeds $750,000,000.00, $30,000,000.00);


 


(i)          a
decree or order is entered appointing a trustee, custodian, liquidator, receiver, monitor, receiver-manager, or similar official
for any of the Borrower, the Guarantors, or any of their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent,
or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any such
Person in an involuntary case under any Insolvency Law; provided that the events described in this §12.1(i) as to any
Subsidiary of the Borrower that is not a Guarantor shall not constitute an Event of Default unless the value of the assets of any
such Subsidiary or Subsidiaries that is not a Guarantor (calculated, to the extent applicable, consistent with the calculation
of Consolidated Total Asset Value) subject to an event or events described in §12.1(g), 12.1(h) or 12.1(i) individually exceeds
$5,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00, $15,000,000.00) or in the aggregate
exceeds $10,000,000.00 (or, if the Consolidated Tangible Net Worth equals or exceeds $750,000,000.00, $30,000,000.00);


 


(j)          there
shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, one
(1) or more uninsured or unbonded final judgments against the Borrower, any Guarantor or any of their respective Subsidiaries that,
either individually or in the aggregate, exceed $35,000,000.00 per occurrence or during any twelve (12) month period;


 


(k)          any
of the Loan Documents or the Contribution Agreement shall be disavowed, canceled, terminated, revoked or rescinded otherwise than
in accordance with the terms thereof or the express prior written agreement, consent or approval of the Lenders, or any action
at law, suit in equity or other legal proceeding to disavow, cancel, revoke or rescind any of the Loan Documents or the Contribution
Agreement, or to contest or challenge the validity or enforceability of any of the Loan Documents or the Contribution Agreement
shall be commenced by or on behalf of the Borrower or any of the Guarantors, or any court or any other governmental or regulatory
authority or agency of competent jurisdiction shall make a determination, or issue a judgment, order, decree or ruling, to the
effect that any one or more of the Loan Documents or the Contribution Agreement is illegal, invalid or unenforceable in accordance
with the terms thereof;


 




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(l)          [reserved];


 


(m)          with
respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Lenders shall have determined
in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower, the Guarantors
or any of their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $35,000,000.00
and (x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension
Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed
Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the
PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan;


 


(n)          [reserved];


 


(o)          any
Guarantor denies that it has any liability or obligation under the Guaranty or any other Loan Document, or shall notify the Agent
or any of the Lenders of such Guarantor’s intention to attempt to cancel or terminate the Guaranty or any other Loan Document;


 


(p)          [reserved];


 


(q)          [reserved];


 


(r)          REIT
shall fail to comply at any time with all requirements and Applicable Laws necessary to maintain REIT Status and shall continue
to receive REIT Status;


 


(s)          REIT
shall fail to comply, in any material respect, with any SEC reporting requirements; or


 


(t)          any
Change of Control shall occur;


 


then, and in any such event, the Agent
may, and, upon the request of the Majority Lenders, shall by notice in writing to the Borrower declare all amounts owing with respect
to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower; provided that in the event any Event of Default specified in §§12.1(g), 12.1(h) or 12.1(i)
shall occur with respect to the Borrower, REIT or any Subsidiary Guarantor, all such amounts shall become immediately due and payable
automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or
the Agent, the Borrower hereby expressly waiving any right to notice of intent to accelerate and notice of acceleration. Upon demand
by the Agent or the Required Revolving Credit Lenders in their absolute and sole discretion after the occurrence and during the
continuance of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit
Loan have been satisfied, the Revolving Credit Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all
Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by the Agent as security for any
amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. In the alternative, if
demanded by the Agent in its absolute and sole discretion after the occurrence and during the continuance of an Event of Default,
the Borrower will deposit into the Collateral Account and pledge to the Agent cash in an amount equal to the amount of all undrawn
Letters of Credit. Such amounts will be pledged to and held by the Agent for the benefit of the Revolving Credit Lenders as security
for any amounts that become payable under the Letters of Credit and all other Obligations and Hedge Obligations. Upon any draws
under Letters of Credit, at the Agent’s sole discretion, the Agent may apply any such amounts to the repayment of amounts
drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other
Obligations and Hedge Obligations or if there are no outstanding Obligations and Hedge Obligations and the Revolving Credit Lenders
have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds
deposited by the Borrower will be released to the Borrower.


 




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§12.2       Certain
Cure Periods; Limitation of Cure Periods.


 


(a)          Notwithstanding
anything contained in §12.1 to the contrary, (i) no Event of Default shall exist hereunder upon the occurrence of any failure
described in §12.1(b) in the event that the Borrower cures such Default within five (5) Business Days after the date such
payment is due (or, with respect to any payments other than interest on the Loans, any reimbursement obligations with respect to
the Letters of Credit or any fees due under the Loan Documents, within five (5) Business Days after written notice thereof shall
have been given to the Borrower by the Agent), provided, however, that the Borrower shall not be entitled to receive
more than two (2) grace or cure periods in the aggregate pursuant to this clause (i) in any period of 365 days ending on the date
of any such occurrence of Default, and provided further, that no such cure period shall apply to any payments due upon the
maturity of the Notes, (ii) no Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(d)
in the event that the Borrower cures (or causes to be cured) such Default within thirty (30) days following receipt of written
notice of such default, provided that the provisions of this clause (ii) shall not pertain to defaults consisting of
a failure to comply with §§7.4(c), 7.12, 7.18, 7.19, 7.20, 8.1, 8.2, 8.4, 8.7, or 8.8 or to any Default excluded from
any provision of cure of defaults contained in any other of the Loan Documents, (iii) no Event of Default shall exist hereunder
upon the occurrence of any failure described in §12.1(s) in the event that the Borrower cures (or causes to be cured) such
failure within thirty (30) days of becoming aware of such failure; and (iv) no Default or Event of Default shall exist hereunder
upon the occurrence of any failure described in §12.1(c) in the event that the Borrower cures (or causes to be cured) such
failure within five (5) Business Days following receipt of written notice of such failure, provided that (A) the provisions
of this clause (iv) shall not pertain to defaults consisting of a failure to comply with §§9.2 or 9.7, and (B) upon
the Agent becoming aware of any such failure which Borrower is permitted to cure pursuant to this clause (iv), and during the existence
thereof, notwithstanding anything to the contrary contained in this Agreement, Agent and the Lenders shall have no obligation hereunder
to make any Loans or issue any Letters of Credit, or to permit or consent to (1) any Commitment Increase pursuant to §2.11,
(2) any extension of the Revolving Credit Maturity Date pursuant to §2.12, (3) any release of a Guarantor pursuant to §5.3
or (4) any removal by Borrower of any Real Estate from the calculation of the Unencumbered Pool Aggregate Asset Value pursuant
to 7.20(e). In the event that any Unencumbered Pool Asset shall fail to satisfy the requirements set forth in §7.20(a)(i)-(iv)
or (x), and such Real Estate asset has not otherwise been included in the calculation of the Unencumbered Pool Aggregate Asset
Value pursuant to §7.20(b) notwithstanding such particular non-compliance, such failure shall not constitute a Default or
Event of Default if such Unencumbered Pool Asset is removed from the calculation of the Unencumbered Pool Aggregate Asset Value
pursuant to §7.20(d).


 




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(b)          In
the event that there shall occur any Default that affects only certain Unencumbered Pool Assets or the owner(s) thereof, then the
Borrower may elect to cure such Default (so long as no other Default or Event of Default would arise as a result) by electing to
have the Agent remove such Unencumbered Pool Assets from the calculation of the Unencumbered Pool Aggregate Asset Value and, to
the extent required hereunder in connection with such removal, by reducing the outstanding Loans and Letters of Credit or other
Unsecured Indebtedness of REIT and its Subsidiaries so that no Default exists under this Agreement, in which event such removal
and reduction shall be completed within ten (10) Business Days after receipt of notice of such Default from the Agent or the Majority
Lenders.


 


§12.3       Termination
of Commitments. If any one or more Events of Default specified in §12.1(g), 12.1(h), or 12.1(i) shall occur, then immediately
and without any action on the part of the Agent or any Lender any unused portion of the credit hereunder shall terminate and the
Lenders shall be relieved of all obligations to make Loans or issue Letters of Credit to the Borrower. If any other Event of Default
shall have occurred, the Agent may, and upon the election of the Required Revolving Credit Lenders, shall, by notice to the Borrower
terminate the obligation to make Revolving Credit Loans to and issue Letters of Credit for the Borrower. No termination under this
§12.3 shall relieve the Borrower or the Guarantors of their obligations to the Lenders arising under this Agreement or the
other Loan Documents.


 


§12.4       Remedies.
In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated
the maturity of the Loans pursuant to §12.1, the Agent, on behalf of the Lenders may, and upon the direction of the Majority
Lenders, shall proceed to protect and enforce their rights and remedies under this Agreement, the Notes and/or any of the other
Loan Documents by suit in equity, action at law or other appropriate proceeding, including to the full extent permitted by Applicable
Law the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents, the obtaining
of the ex parte appointment of a receiver, and, if any amount shall have become due, by declaration or otherwise, the enforcement
of the payment thereof. No remedy herein conferred upon the Agent or the holder of any Note is intended to be exclusive of any
other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or any other provision of law. Notwithstanding the provisions of this Agreement
providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge and agree that only
the Agent may exercise any remedies arising by reason of a Default or Event of Default. If the Borrower or any Guarantor fails
to perform any agreement or covenant contained in this Agreement or any of the other Loan Documents beyond any applicable period
for notice and cure, the Agent may itself perform, or cause to be performed, any agreement or covenant of such Person contained
in this Agreement or any of the other Loan Documents which such Person shall fail to perform, and the out-of-pocket costs of such
performance, together with any reasonable expenses, including reasonable attorneys’ fees actually incurred (including attorneys’
fees incurred in any appeal) by the Agent in connection therewith, shall be payable by the Borrower upon demand and shall constitute
a part of the Obligations and shall if not paid within thirty (30) days after demand bear interest at the Default Rate. In the
event that all or any portion of the Obligations is collected by or through an attorney-at-law, the Borrower shall pay all costs
of collection including, but not limited to, reasonable attorney’s fees.


 




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§12.5       Distribution
of Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are
received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any
of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows:


 


(a)          First,
to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs,
expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection
of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers
and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision
of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of
the Agent or the Lenders to such monies;


 


(b)          Second,
to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement
of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine;
provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations
shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender
is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in
clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses
and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and
as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may
in their discretion make proper allowance to take into account any Obligations not then due and payable; and


 


(c)          Third,
the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.


 


§12.6       Collateral
Account.


 


(a)          As
collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, Swing Loans and the other Obligations
and Hedge Obligations, the Borrower hereby pledges and grants to the Agent, for the ratable benefit of the Agent and the Lenders
as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances
from time to time in the Collateral Account (including the investments and reinvestments therein provided for below). The balances
from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities or Swing Loans until
applied by the Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral
Account shall be subject to withdrawal only as provided in this §12.6.


 




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(b)          Amounts
on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall
determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion
and control of the Agent for the ratable benefit of the Lenders. The Agent shall exercise reasonable care in the custody and preservation
of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment
substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent
shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds
held in the Collateral Account.


 


(c)          If
a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and
the Lenders authorize the Agent to use the monies deposited in the Collateral Account to make payment to the beneficiary with respect
to such drawing or the payee with respect to such presentment. If a Swing Loan is not refinanced as a Revolving Credit Loan as
provided in §2.5 above, then the Agent is authorized to use monies deposited in the Collateral Account to make payment to
the Swing Loan Lender with respect to any participation not funded by a Defaulting Lender.


 


(d)          If
an Event of Default exists, the Required Revolving Credit Lenders may, in their discretion, at any time and from time to time,
instruct the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations and Hedge
Obligations in accordance with §12.5.


 


(e)          So
long as no Default or Event of Default exists, and to the extent amounts on deposit in the Collateral Account exceed the aggregate
amount of the Letter of Credit Liabilities then due and owing and the pro rata share of any Letter of Credit Liabilities and Swing
Loans of any Defaulting Lender after giving effect to §2.13(c), the Agent shall, from time to time, at the request of the
Borrower, deliver to the Borrower within 10 Business Days after the Agent’s receipt of such request from the Borrower, against
receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed
the aggregate amount of the Letter of Credit Liabilities and Swing Loans at such time.


 


(f)          The
Borrower shall pay to the Agent from time to time such fees as the Agent normally charges for similar services in connection with
the Agent’s administration of the Collateral Account and investments and reinvestments of funds therein. The Borrower authorizes
the Agent to file such financing statements as the Agent may reasonably require in order to perfect the Agent’s security
interest in the Collateral Account, and the Borrower shall promptly upon demand execute and deliver to the Agent such other documents
as the Agent may reasonably request to evidence its security interest in the Collateral Account.


 




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§13.        SETOFF.


 


Regardless of the adequacy
of any collateral, during the continuance of any Event of Default under §12.1(a) or §12.1(b), including in connection
with any acceleration of the Obligations, any deposits (general or specific, time or demand, provisional or final, regardless of
currency, maturity, or the branch where such deposits are held) or other sums credited by or due from any Lender to the Borrower
or the Guarantors and any securities or other property of the Borrower or the Guarantors in the possession of such Lender may,
without notice to the Borrower or any Guarantor (any such notice being expressly waived by the Borrower and each Guarantor) but
with the prior written approval of the Agent, be applied to or set off against the payment of Obligations and any and all other
liabilities, direct, or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Borrower
or the Guarantors to such Lender. Each of the Lenders agrees with each other Lender that if such Lender shall receive from the
Borrower or a Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply
to the payment of the Note or Notes held by such Lender (but excluding the Swing Loan Note) any amount in excess of its ratable
portion of the payments received by all of the Lenders with respect to the Notes held by all of the Lenders, such Lender will make
such disposition and arrangements with the other Lenders with respect to such excess, either by way of distribution, pro tanto
assignment of claims, subrogation or otherwise as shall result in each Lender receiving in respect of the Notes held by it its
proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter
recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest. In the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts
so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Agent and the Lenders, and (b) such Defaulting Lender shall provide promptly to the Agent a statement describing
in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.


 


§14.        the
Agent.


 


§14.1       Authorization.
The Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers as are hereunder and
under any of the other Loan Documents and any related documents delegated to the Agent, together with such powers as are reasonably
incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to
have been assumed by the Agent. The obligations of the Agent hereunder are primarily administrative in nature, and nothing contained
in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Lender or
to create an agency or fiduciary relationship. The Agent shall act as the contractual representative of the Lenders hereunder,
and notwithstanding the use of the term “Agent”, it is understood and agreed that the Agent shall not have any fiduciary
duties or responsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent
contractor, the duties and responsibilities of which are limited to those expressly set forth in this Agreement and the other Loan
Documents. The Borrower and any other Person shall be entitled to conclusively rely on a statement from the Agent that it has the
authority to act for and bind the Lenders pursuant to this Agreement and the other Loan Documents.


 




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§14.2       Employees
and Agents. The Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled
to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and
the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably determine, and all reasonable
and documented fees and out-of-pocket expenses of any such Persons shall be paid by the Borrower.


 


§14.3       No
Liability. Neither the Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them
in their duties nor any agent, or employee thereof, shall be liable for (a) any waiver, consent or approval given or any action
taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection
herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the
Agent or such other Person, as the case may be, shall be liable for losses due to its willful misconduct or gross negligence as
determined by a final non-appealable judgment of a court of competent jurisdiction or (b) any action taken or not taken by
the Agent with the consent or at the request of the Majority Lenders, the Required Term Loan Lenders or the Required Revolving
Credit Lenders, as applicable. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default, unless the Agent has received notice from a Lender or the Borrower referring to the Loan Documents and describing with
reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default”.


 


§14.4       No
Representations. The Agent shall not be responsible for the execution or validity or enforceability of this Agreement, the
Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security
for the Notes, or for the value of any such collateral security or for the validity, enforceability or collectability of any such
amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein, or any agreement,
instrument or certificate delivered in connection therewith or in any of the other Loan Documents or in any certificate or instrument
hereafter furnished to it by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries, or be bound
to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or
in any of the other Loan Documents. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request delivered
to it by the Borrower, the Guarantors or any holder of any of the Notes shall have been duly authorized or is true, accurate and
complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume
any liability to the Lenders, with respect to the creditworthiness or financial condition of the Borrower, the Guarantors or any
of their respective Subsidiaries, or the value of any collateral or any other assets of the Borrower, any Guarantor or any of their
respective Subsidiaries. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender,
and based upon such information and documents 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 Agent or any other
Lender, based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis
and decisions in taking or not taking action under this Agreement and the other Loan Documents. The Agent’s Special Counsel
has only represented the Agent and KeyBank in connection with the Loan Documents and the only attorney client relationship or duty
of care is between the Agent’s Special Counsel and the Agent or KeyBank. Each Lender has been independently represented by
separate counsel on all matters regarding the Loan Documents.


 




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§14.5       Payments.


 


(a)          A
payment by the Borrower or any Guarantor to the Agent hereunder or under any of the other Loan Documents for the account of any
Lender shall constitute a payment to such Lender. The Agent agrees to distribute to each Lender not later than one (1) Business
Day after the Agent’s receipt of good funds, determined in accordance with the Agent’s customary practices, such Lender’s
pro rata share of payments received by the Agent for the account of the Lenders except as otherwise expressly provided herein or
in any of the other Loan Documents. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes
a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, each payment by the Borrower hereunder
shall be applied in accordance with §2.13(d).


 


(b)          If
in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under
any of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to
make such distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall
adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall
have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over
the same in such manner and to such Persons as shall be determined by such court. In the event that the Agent shall refrain from
making any distribution of any amount received by it as provided in this §14.5(b), the Agent shall endeavor to hold such amounts
in an interest bearing account and at such time as such amounts may be distributed to the Lenders, the Agent shall distribute to
each Lender, based on their respective Commitment Percentages, its pro rata share of the interest or other earnings from
such deposited amount.


 


§14.6       Holders
of Notes. Subject to the terms of §18, the Agent may deem and treat the payee of any Note as the absolute owner or purchaser
thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent
holder, assignee or transferee.


 


§14.7       Indemnity.
The Lenders ratably agree hereby to indemnify and hold harmless the Agent from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has not been reimbursed
by the Borrower and the Guarantors as required by §15), and liabilities of every nature and character arising out of or related
to this Agreement, the Notes, or any of the other Loan Documents or the transactions contemplated or evidenced hereby or thereby,
or the Agent’s actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused
by the Agent’s willful misconduct or gross negligence as determined by a final non-appealable judgment of a court of competent
jurisdiction. The agreements in this §14.7 shall survive the payment of all amounts payable under the Loan Documents.


 




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§14.8       The
Agent as Lender. In its individual capacity, KeyBank shall have the same obligations and the same rights, powers and privileges
in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were it not also
the Agent.


 


§14.9       Resignation.
The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and the
Borrower. Any such resignation may at the Agent’s option also constitute the Agent’s resignation as the Issuing Lender
and the Swing Loan Lender. Upon any such resignation, the Majority Lenders, subject to the terms of §18.1, shall have the
right to appoint as a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, any Lender or any bank whose senior
debt obligations are rated not less than “A” or its equivalent by Moody’s or not less than “A” or
its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event of Default shall
have occurred and be continuing, such successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, shall be reasonably
acceptable to the Borrower. If no successor Agent shall have been appointed and shall have accepted such appointment within ten
(10) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders,
appoint a successor Agent, which shall be any Lender or any bank whose senior debt obligations are rated not less than “A2”
or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not
less than $500,000,000.00. Upon the acceptance of any appointment as the Agent and, if applicable, the Issuing Lender and the Swing
Loan Lender, hereunder by a successor Agent and, if applicable, Issuing Lender and Swing Loan Lender, such successor Agent and,
if applicable, Issuing Lender and Swing Loan Lender, shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent and, if applicable, Issuing Lender and Swing Loan Lender, and the retiring Agent and,
if applicable, Issuing Lender and Swing Loan Lender, shall be discharged from its duties and obligations hereunder as the Agent
and, if applicable, the Issuing Lender and the Swing Loan Lender. After any retiring Agent’s resignation, the provisions
of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as the Agent, the Issuing Lender and the Swing Loan Lender. If the resigning Agent shall
also resign as the Issuing Lender, such successor Agent shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Lender,
in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit. Upon any change
in the Agent under this Agreement, the resigning Agent shall execute such assignments of and amendments to the Loan Documents as
may be necessary to substitute the successor Agent for the resigning Agent.


 




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§14.10     Duties
in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and whether or not
acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Majority Lenders and (b) the
Lenders have provided to the Agent such additional indemnities and assurances in accordance with their respective Commitment Percentages
against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any legal and equitable
and other rights or remedies as it may have; provided, however, that unless and until the Agent shall have received
such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem to be in the best interests of the Lenders. Without limiting the generality
of the foregoing, if the Agent reasonably determines payment is in the best interest of all the Lenders, the Agent may without
the approval of the Lenders pay taxes and insurance premiums and spend money for maintenance, repairs or other expenses which may
be necessary to be incurred, and the Agent shall promptly thereafter notify the Lenders of such action. Each Lender shall, within
thirty (30) days of request therefor, pay to the Agent its Commitment Percentage of the reasonable costs incurred by the Agent
in taking any such actions hereunder to the extent that such costs shall not be promptly reimbursed to the Agent by the Borrower
or the Guarantors within such period. The Majority Lenders may direct the Agent in writing as to the method and the extent of any
such exercise, the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment
Percentages from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided
that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance
with such direction to be unlawful in any applicable jurisdiction or commercially unreasonable under the UCC as enacted in any
applicable jurisdiction.


 


§14.11     Bankruptcy.
In the event a bankruptcy or other proceeding under any Insolvency Law is commenced by or against the Borrower or any Guarantor
with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf
of all Lenders. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote
of the Majority Lenders or all of the Lenders as required by this Agreement. Each Lender irrevocably waives its right to file or
pursue a separate proof of claim in any such proceedings unless the Agent fails to file such claim within thirty (30) days after
receipt of written notice from the Lenders requesting that the Agent file such proof of claim.


 


§14.12     Reliance
by the Agent. The 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
an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan or issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of
a Lender, the Agent (or Issuing Lender, as applicable) may presume that such condition is satisfactory to such Lender unless the
Agent (or Issuing Lender, as applicable) shall have received notice to the contrary from such Lender prior to the making of such
Loan or issuance of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrower and/or
the Guarantors), 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.


 




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§14.13     Approvals.
If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Lenders,
the Majority Lenders, the Required Term Loan Lenders or the Required Revolving Credit Lenders is required or permitted under this
Agreement, each Lender agrees to give the Agent, within ten (10) Business Days of receipt of the request for action from the Agent
together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the
Loan Documents), notice in writing of approval or disapproval (collectively, “Directions”) in respect of any
action requested or proposed in writing pursuant to the terms hereof. To the extent that any Lender does not approve any recommendation
of the Agent, such Lender shall in such notice to the Agent describe the actions that would be acceptable to such Lender. If consent
is required for the requested action, any Lender’s failure to respond to a request for Directions within the required time
period shall be deemed to constitute a Direction to take such requested action. In the event that any recommendation is not approved
by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by the Agent, then for the
purposes of this paragraph each Lender shall be required to respond to a request for Directions within five (5) Business Days of
receipt of such request. The Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering
any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless
the Agent and such other Lenders have otherwise been notified in writing.


 


§14.14     The
Borrower Not Beneficiary. Except for the provisions of §14.9 relating to the appointment of a successor Agent, the provisions
of this §14 are solely for the benefit of the Agent and the Lenders, may not be enforced by the Borrower or any Guarantor,
and except for the provisions of §14.9, may be modified or waived without the approval or consent of the Borrower.


 


§14.15     Reliance
on Hedge Provider. For purposes of applying payments received in accordance with §§12.1, 12.5, 12.6 or any other
provision of the Loan Documents, the Agent shall be entitled to rely upon the trustee, paying agent or other similar representative
(each, a “Representative”) or, in the absence of such a Representative, upon the holder of the Hedge Obligations
for a determination (which each holder of the Hedge Obligations agrees (or shall agree) to provide upon request of the Agent) of
the outstanding Hedge Obligations owed to the holder thereof. Unless it has actual knowledge (including by way of written notice
from such holder) to the contrary, the Agent, in acting hereunder, shall be entitled to assume that no Hedge Obligations are outstanding.


 




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§15.        EXPENSES.


 


The Borrower agrees
to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements
and instruments mentioned herein, (b) any Indemnified Taxes, (c) the reasonable fees, expenses and disbursements of a single counsel
to the Agent and Arrangers and a single local counsel per jurisdiction to the Agent incurred in connection with the preparation,
administration, or interpretation of the Loan Documents and other instruments mentioned herein, and amendments, modifications,
approvals, consents or waivers hereto or hereunder, (d) the reasonable and documented out-of-pocket fees, costs, expenses and disbursements
of the Agent and the Arrangers incurred in connection with the syndication and/or participation (by KeyBank) of the Loans, (e) all
other reasonable and documented out of pocket fees, expenses and disbursements of the Agent incurred by the Agent in connection
with the preparation, administration or interpretation of the Loan Documents and other instruments mentioned herein, and amendments,
modifications, approvals, consents or waivers hereto or hereunder, the addition or substitution of additional Unencumbered Pool
Assets, the release of Guarantors, the making of each advance hereunder, the issuance of Letters of Credit, and the syndication
of the Commitments pursuant to §18 (without duplication of those items addressed in clause (d) above), (f) all out-of-pocket
expenses (including reasonable attorneys’ fees and costs, and fees and costs of appraisers, engineers, investment bankers
or other experts retained by the Agent) incurred by any Lender or the Agent in connection with (i) the enforcement of or preservation
of rights under any of the Loan Documents against the Borrower or the Guarantors or the administration thereof after the occurrence
of a Default or Event of Default and (ii) any litigation, proceeding or dispute arising under the Loan Documents, provided, that,
in connection with the attorney’s fees and costs payable by Borrower under this clause (f), Borrower shall only be obligated
to pay for the reasonable attorney’s fees and costs of a counsel to the Agent (which at the Agent’s discretion may
include any local counsel or any other counsel to the Agent which the Agent may retain) and a single law firm for the Lenders taken
as a whole (provided that in the event of a conflict of interest with respect to counsel for the Lenders, Borrower shall also pay
the reasonable fees and costs of an additional single law firm for such Lenders), (g) all reasonable out-of-pocket fees, expenses
and disbursements (including reasonable attorneys’ fees and costs) which may be incurred by KeyBank in connection with the
execution and delivery of this Agreement and the other Loan Documents (without duplication of any of the items listed above), and
(h) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents
and information in connection with the Loans. The covenants of this §15 shall survive the repayment of the Loans and the termination
of the obligations of the Lenders hereunder.


 


§16.        INDEMNIFICATION.


 


The Borrower agrees
to indemnify and hold harmless the Agent, the Lenders and each Arranger and each director, officer, employee, agent, attorney and
Affiliate thereof and Person who controls the Agent, or any Lender or any Arranger against any and all claims, actions and suits,
whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and
character arising out of, resulting from or relating to this Agreement or any of the other Loan Documents or the transactions contemplated
hereby and thereby including, without limitation, (a) any and all claims for brokerage, leasing, finders or similar fees which
may be made relating to the Unencumbered Pool Assets, any other Real Estate or the Loans, (b) any condition of the Unencumbered
Pool Assets or other Real Estate, (c) any actual or proposed use by the Borrower of the proceeds of any of the Loans or Letters
of Credit, (d) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of the Borrower,
any Guarantor or any of their respective Subsidiaries, (e) the Borrower and Guarantors entering into or performing this Agreement
or any of the other Loan Documents, as applicable, (f) any actual or alleged violation of any law, ordinance, code, order, rule,
regulation, approval, consent, permit or license relating to the Unencumbered Pool Assets or any other Real Estate, (g) with respect
to the Borrower, the Guarantors and their respective Subsidiaries and their respective properties and assets, the violation of
any applicable Environmental Law, the Release or threatened Release of any Hazardous Substances or any action, suit, proceeding
or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to, claims with respect
to wrongful death, personal injury, nuisance or damage to property), and (h) any use of Intralinks, SyndTrak or any other system
for the dissemination and sharing of documents and information, in each case including, without limitation, but subject to the
succeeding sentence, the reasonable and documented out-of-pocket fees and disbursements of counsel incurred in connection with
any such investigation, litigation or other proceeding; provided, however, that the Borrower shall not be obligated
under this §16 to indemnify any Person for liabilities arising from such Person’s own gross negligence or willful misconduct
as determined in a final non-appealable judgment by a court of competent jurisdiction. In litigation, or the preparation therefor,
the Lenders and the Agent shall be entitled to select a single law firm as their own counsel and an additional single local counsel
in each applicable jurisdiction outside of the United States for all such parties (and, to the extent reasonably necessary in the
case of an actual or perceived conflict of interest, one additional counsel) and, in addition to the foregoing indemnity, the Borrower
agrees to pay promptly the reasonable and documented out-of-pocket fees and expenses of such counsel. No person indemnified hereunder
shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed
by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby. If, and to the extent that the obligations of the Borrower
under this §16 are unenforceable for any reason, the Borrower hereby agree to make the maximum contribution to the payment
in satisfaction of such obligations which is permissible under Applicable Law. The provisions of this §16 shall survive the
repayment of the Loans, the return of the Letters of Credit and the termination of the obligations of the Lenders hereunder.


 




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This §16 shall
not apply with respect to Taxes other than any Taxes that represent claims, losses, damages, etc. arising from any non-Tax claim.


 


§17.        SURVIVAL
OF COVENANTS, ETC.


 


All covenants, agreements,
representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers
delivered by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall
be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made
by any of them, and shall survive the making by the Lenders of any of the Loans and issuance of any Letters of Credit, as herein
contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of
the other Loan Documents (other than any indemnification obligations which survive the termination of this Agreement and/or the
full repayment of the Loans and any other amounts due under this Agreement or the other Loan Documents) remains outstanding or
any Letters of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any Letters of Credit. The
indemnification obligations of the Borrower provided herein and in the other Loan Documents and the Borrower’s obligations
under §§4.8, 4.9 and 4.10 shall survive the full repayment of amounts due and the termination of the obligations of the
Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered
to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries pursuant
hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person
hereunder.


 




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§18.        ASSIGNMENT
AND PARTICIPATION.


 


§18.1       Conditions
to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more banks or other entities (but not
to any natural person) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion
of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it);
provided that (a) the Agent, the Issuing Lender and, so long as no Default or Event of Default exists hereunder, the Borrower
shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed,
and if the Borrower does not respond to any such request for consent within ten (10) Business Days, the Borrower shall be deemed
to have consented (provided that no consent shall be required under this clause (a) for any assignment to another Lender, to a
Related Fund, to a lender or an Affiliate of a Lender which controls, is controlled by or is under common control with the assigning
Lender or to a wholly-owned Subsidiary of such Lender), (b) each such assignment shall be of a constant, and not a varying, percentage
of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment
in the event an interest in the Revolving Credit Loans is assigned, or of a constant, and not a varying, percentage of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Term Loans and the Term Loan Commitment,
if any, in the event an interest in the Term Loans is assigned, (c) the parties to such assignment shall execute and deliver to
the Agent, for recording in the Register (as hereinafter defined) an assignment and acceptance agreement in the form of Exhibit
J attached hereto (an “Assignment and Acceptance Agreement”), together with any Notes subject to such assignment,
(d) in no event shall any assignment be to any natural person or any Person controlling, controlled by or under common control
with, or which is not otherwise free from influence or control by the Borrower or any Guarantor or be to a Defaulting Lender or
an Affiliate of a Defaulting Lender, (e) such assignee of a portion of the Revolving Credit Loans shall have a net worth or unfunded
commitment as of the date of such assignment of not less than $100,000,000.00 (unless otherwise approved by the Agent and, so long
as no Default or Event of Default exists hereunder, the Borrower), (f) such assignee shall acquire an interest in the Loans
of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the
assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, the Borrower and (g) if
such assignment is less than the assigning Lender’s entire Commitment, the assigning Lender shall retain an interest in the
Loans of not less than $5,000,000.00 (unless otherwise approved by the Agent and, so long as no Default or Event of Default exists
hereunder, the Borrower). Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the
assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in
such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder (including the obligations in §4.3(g)),
(ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, be released from
its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of
its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect
such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each
other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from
influence or control by, the Borrower and/or any Guarantor and whether such assignee is a Defaulting Lender or an Affiliate of
a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender, 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 Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may
be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower
and the 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 Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate)
its full pro rata share of all Loans and participations in Letters of Credit and Swing Loans in accordance with its Commitment
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. Notwithstanding
the foregoing, if a Default exists hereunder, no assignment pursuant to this §18.1 shall be to another real estate investment
trust which owns or operates real estate for occupancy by a single tenant for office, retail or industrial uses and could reasonably
be considered a competitor of REIT or any Affiliate of such competitor of REIT (but, with respect to any such Affiliate, solely
to the extent such Person is recognizable as an Affiliate of such competitor of REIT due to the appearance of the name of such
competitor of REIT in the name of such Affiliate) (a “Competitor REIT”); provided, however, that the foregoing
restriction shall cease to be effective (i) immediately upon the occurrence and during the continuance of an Event of Default pursuant
to §12.1(g), (h) or (i), and (ii) at any time which is at least sixty (60) days after any Event of Default has occurred and
is continuing.


 




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§18.2       Register.
The Agent, acting for this purpose as a non-fiduciary agent for Borrower, shall maintain on behalf of the Borrower a copy of each
assignment delivered to it and a register or similar list (the “Register”) for the recordation of the names
and addresses of the Lenders and the Commitment Percentages of and principal amount of the Loans owing to the Lenders from time
to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Guarantors, the
Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower and the Lenders at any reasonable time and from time
to time upon reasonable prior notice. Upon each such recordation, the assigning Lender agrees to pay to the Agent a registration
fee in the sum of $5,000.00.


 


§18.3       New
Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with
each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5)
Business Days after receipt of notice of such assignment from the Agent, the Borrower, at the applicable assignee’s own expense,
shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided
in §31), a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such
Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new
Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide
that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal
amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance Agreement and shall otherwise
be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower
(or the Borrower shall receive an indemnity agreement, as provided in §31).


 




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§18.4       Participations.
Each Lender may, without the consent of Agent or Borrower, sell participations to one or more Lenders or other entities (but not
to any natural person) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan
Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Lender
hereunder, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or any
Loan Documents, including without limitation, rights granted to the Lenders under §§4.3, 4.8, 4.9, 4.10 and 13, (c) such
participation shall not entitle the participant to the right to approve waivers, amendments or modifications, (d) such participant
shall have no direct rights against the Borrower, (e) such sale is effected in accordance with all Applicable Laws, and (f) such
participant shall not be a Person controlling, controlled by or under common control with, or which is not otherwise free from
influence or control by the Borrower and/or any Guarantor and shall not be a Defaulting Lender or an Affiliate of a Defaulting
Lender and, unless (X) an Event of Default has occurred pursuant to §12.1(g), (h) or (i) and is continuing at the time such
participation is made, or (Y) any other Event of Default has occurred and has continued for a period of sixty (60) days or more
at the time such participation is made, shall not be a Competitor REIT; provided, however, such Lender may agree
with the participant that it will not, without the consent of the participant, agree to (i) increase, or extend the term or
extend the time or waive any requirement for the reduction or termination of, such Lender’s Commitment, (ii) extend
the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender (other than pursuant
to an extension of the Revolving Credit Maturity Date pursuant to §2.12), (iii) reduce the amount of any such payment
of principal, (iv) reduce the rate at which interest is payable thereon or (v) release any Guarantor (except as otherwise
permitted under this Agreement). Any Lender which sells a participation shall promptly notify the Agent of such sale and the identity
of the purchaser of such interest. Each Lender that sells a participation shall, acting solely for this purpose as an agent of
the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated
interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
(including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans,
or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining
a Participant Register.


 




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§18.5       Pledge
by Lender. Any Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including
all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act,
12 U.S.C. §341, any other central bank having jurisdiction over such Lender, or to such other Person as the Agent may approve
to secure obligations of such Lender. No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations
hereunder or under any of the other Loan Documents.


 


§18.6       No
Assignment by the Borrower. The Borrower shall not assign or transfer any of its rights or obligations under this Agreement
or the Loan Documents without the prior written consent of each of the Lenders.


 


§18.7       Disclosure.
The Borrower and the Guarantors each agree to promptly cooperate with any Lender in connection with any proposed assignment or
participation of all or any portion of its Commitment. The Borrower and the Guarantors each agree that any Lender may disclose
information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants
hereunder in accordance with standard banking practices (provided such Persons are advised of the provisions of this §18.7).
The Agent and each Lender agrees for itself that it shall use reasonable efforts in accordance with its customary procedures to
hold confidential all non-public information obtained from the Borrower or any Guarantor that has been identified in writing as
confidential by any of them, and shall use reasonable efforts in accordance with its customary procedures to not disclose such
information to any other Person, it being understood and agreed that, notwithstanding the foregoing, the Agent and/or a Lender
may make (a) disclosures to its participants (provided such Persons are advised of the provisions of this §18.7), (b) disclosures
to its directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors of the
Agent or such Lender (provided that such Persons who are not employees of the Agent or such Lender are advised of the provision
of this §18.7), (c) disclosures customarily provided or reasonably required by any potential or actual bona fide assignee,
transferee or participant or their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel
and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or
any participations therein (provided such Persons are advised of the provisions of this §18.7), (d) disclosures to bank regulatory
authorities or self-regulatory bodies with jurisdiction over such Lender, or (e) disclosures required or requested by any other
Governmental Authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by
Applicable Law or court order, the Agent or the applicable Lender, as the case may be, shall notify the Borrower of any request
by any Governmental Authority or representative thereof prior to disclosure by the Agent or such Lender (other than any such request
in connection with any examination or oversight of such Lender by such Governmental Authority or other requests by regulators that
are not part of an examination) for disclosure of any such non-public information prior to disclosure of such information. In addition,
each Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty’s
professional advisors (so long as such contractual counterparty or professional advisors agree to be bound by the provisions of
this §18.7). Notwithstanding the foregoing, neither the Agent nor any Lender shall disclose such non-public information to
a Competitor REIT in connection with any such proposed assignment or participation unless (X) an Event of Default has occurred
pursuant to §12.1(g), (h) or (i) and is continuing at the time such disclosure is made, or (Y) any other Event of Default
has occurred and has continued for a period of sixty (60) days or more at the time such disclosure is made, or the Borrower has
consented to such disclosure (or is deemed to have consented pursuant to §18.1), and shall not disclose such non-public information
to a Competitor REIT for any other reason. In addition, the Agent and the Lenders may disclose the existence of this Agreement
and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers
to the Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.
Non-public information shall not include any information which is or subsequently becomes publicly available other than as a result
of a disclosure of such information by a Lender or the Agent, or prior to the delivery to the Agent or such Lender, as the case
may be, is within the possession of the Agent or such Lender if such information is not known by the Agent or such Lender to be
subject to another confidentiality agreement with or other obligations of secrecy to the Borrower or the Guarantors, is or becomes
available to Agent, any Lender or any of their Affiliates on a non-confidential basis, or is disclosed with the prior approval
of the Borrower or the Guarantors. Nothing herein shall prohibit the disclosure of non-public information to the extent necessary
to enforce the Loan Documents.


 




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§18.8       Mandatory
Assignment. In the event the Borrower requests that certain amendments, modifications or waivers be made to this Agreement
or any of the other Loan Documents which request requires approval of all of the Lenders or all of the Lenders directly affected
thereby or another group of requisite Lenders and is approved by the Majority Lenders, but is either (x) expressly disapproved
by one or more of the Lenders, or (y) any such Lender fails to respond to such request within thirty (30) days after Agent provides
notice to such Lender (which notice shall be delivered by Agent promptly upon request by Borrower thereof) that such Lender shall
be subject to the Non-Consenting Lender provisions of this §18.9 if it fails to respond to such request within such thirty
(30) day period (any such non-consenting Lender shall hereafter be referred to as the “Non-Consenting Lender”),
then, within thirty (30) Business Days after the Borrower’s receipt of notice of such disapproval, or such failure to respond
within the thirty (30) day period prescribed in clause (y) above, by such Non-Consenting Lender, the Borrower shall have the right
as to such Non-Consenting Lender, to be exercised by delivery of written notice delivered to the Agent and the Non-Consenting Lender
within thirty (30) Business Days of receipt of such notice, to elect to cause the Non-Consenting Lender to transfer its Loans and
Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation,
to acquire a portion of the Loans and Commitment, pro rata based upon their relevant Commitment Percentages, of the Non-Consenting
Lender (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion
as approved by the Agent). In the event that the Lenders do not elect to acquire all of the Non-Consenting Lender’s Loans
and Commitment, then the Agent shall endeavor to find a new Lender or Lenders to acquire such remaining Loans and Commitment. Upon
any such purchase of the Loans and Commitment of the Non-Consenting Lender, the Non-Consenting Lender’s interests in the
Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of purchase, and the Non-Consenting
Lender shall promptly execute and deliver any and all documents reasonably requested by the Agent to surrender and transfer such
interest, including, without limitation, an Assignment and Acceptance Agreement and such Non-Consenting Lender’s original
Note. If such Non-Consenting Lender does not execute and deliver to the Agent a duly completed Assignment and Acceptance Agreement
and/or such other documentation reasonably requested by the Agent to surrender and transfer such interest to the purchaser or assignee
thereof within a period of time deemed reasonable by the Agent after the later of (i) the date on which such purchaser or assignee
executes and delivers such Assignment and Acceptance Agreement and/or such other documentation and (ii) the date on which the Non-Consenting
Lender receives all payments required to be paid to it by this §18.8, then such Non-Consenting Lender shall, to the extent
permissible by Applicable Law, be deemed to have executed and delivered such Assignment and Acceptance Agreement and/or such other
documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and
Acceptance Agreement and/or such other documentation on behalf of such Non-Consenting Lender. Notwithstanding anything in this
§18.8 to the contrary, any Lender or other Lender assignee acquiring some or all of the assigned Loans and Commitment of the
Non-Consenting Lender must consent to the proposed amendment, modification or waiver. The purchase price for the Non-Consenting
Lender’s Loans and Commitment shall equal any and all amounts outstanding and owed by the Borrower to the Non-Consenting
Lender, including principal and all accrued and unpaid interest or fees, plus any applicable amounts payable pursuant to §4.7
which would be owed to such Non-Consenting Lender if the Loans were to be repaid in full on the date of such purchase of the Non-Consenting
Lender’s Loans and Commitment (provided that the Borrower may pay to such Non-Consenting Lender any interest, fees
or other amounts (other than principal) owing to such Non-Consenting Lender).


 




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§18.9       Amendments
to Loan Documents. Upon any such assignment, the Borrower and the Guarantors shall, upon the request of the Agent, enter into
such documents as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment.


 


§18.10     Titled
Agents. The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except for those rights,
if any, as a Lender.


 


§19.        NOTICES;
EFFECTIVENESS; ELECTRONIC COMMUNICATIONS.


 


(a)          Each
notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this §19
referred to as “Notice”) must be in writing and shall be deemed to have been properly given or served by personal
delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified,
return receipt requested, or as expressly permitted herein, by telecopy, and addressed as follows:


 


If to the Agent or KeyBank:



KeyBank National Association

4910 Tiedeman Road, 3rd Floor

Brooklyn, Ohio 44144

Attn: Rosemarie Borelli


Telecopy No.: (216) 357-6383


 




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With a copy to:


 


KeyBank National Association


127 Public Square, 8th Floor


Cleveland, Ohio 44114


Attn: Sara Jo Smith


Telecopy No.: (216) 689-5970


 


and



Dentons US LLP

Suite 5300

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Attn: William F. Timmons, Esq.

Telecopy No.: (404) 527-4198


 


If to the Borrower:



Global Net Lease Operating Partnership, L.P.


405 Park Avenue


Third Floor


New York, New York 10022

Attn: General Counsel

Telecopy No.: (212) 421-5799


 


With a copy to:



Global Net Lease Operating Partnership, L.P.


405 Park Avenue


Third Floor


New York, New York 10022

Attn: Chief Financial Officer

Telecopy No.: (212) 421-5799


 


and



Proskauer Rose LLP


Eleven Times Square


New York, New York 10036

Attn: Andrew Bettwy, Esq.

Telecopy No.: (212) 969-3180;


 




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if to any other Lender which is a party
hereto, at the address for such Lender set forth on Schedule 1.1 attached hereto, and to any Lender which may hereafter
become a party to this Agreement, at such address as may be designated by such Lender. Each Notice shall be effective upon being
personally delivered or upon being sent by overnight courier or upon being deposited in the United States Mail as aforesaid, or
if transmitted by telecopy (if permitted hereunder), upon being sent and confirmation of receipt. The time period in which a response
to such Notice must be given or any action taken with respect thereto (if any), however, shall commence to run from the date of
receipt if personally delivered or sent by overnight courier, or if so deposited in the United States Mail, the earlier of three
(3) Business Days following such deposit or the date of receipt as disclosed on the return receipt. Rejection or other refusal
to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be receipt of
the Notice sent. By giving at least fifteen (15) days prior Notice thereof, the Borrower, a Lender or the Agent shall have the
right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have
the right to specify as its address any other address within the United States of America.


 


(b)          
Loan Documents and notices under the Loan Documents may, with Agent’s approval, be transmitted and/or signed by facsimile
and by signatures delivered in “PDF” format by electronic mail. The effectiveness of any such documents and signatures
shall, subject to Applicable Law, have the same force and effect as an original copy with manual signatures and shall be binding
on the Borrower, the Guarantors, Agent and Lenders. Agent may also require that any such documents and signature delivered by facsimile
or “PDF” format by electronic mail be confirmed by a manually-signed original thereof; provided, however, that the
failure to request or deliver any such manually-signed original shall not affect the effectiveness of any facsimile or “PDF”
document or signature.


 


(c)          Notices
and other communications to the Agent, the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent (it being understood
and agreed that Agent has approved communications of the information described in §§7.4(a) and (b) being provided at
http://globalnetlease.com/), provided that the foregoing shall not apply to notices to any Lender or Issuing Lender pursuant to
§2 if such Lender or Issuing Lender, as applicable, has notified the Agent that it is incapable of receiving notices under
such Section by electronic communication. The Agent or the Borrower may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications. Unless the Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient
(such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement),
and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by
the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication
is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice,
e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall
be deemed to have been sent at the opening of business on the next Business Day for the recipient.


 




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§20.        RELATIONSHIP.


 


Neither the Agent nor
any Lender has any fiduciary relationship with or fiduciary duty to the Borrower, any Guarantor or their respective Subsidiaries
arising out of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and
thereunder, and the relationship between each Lender and the Agent, and the Borrower is solely that of a lender and borrower, and
nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners,
joint venturers or any other relationship other than lender and borrower.


 


§21.        GOVERNING
LAW; CONSENT TO JURISDICTION AND SERVICE.


 


THIS AGREEMENT AND
EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN, SHALL, PURSUANT TO NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5- 1401, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT
OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW
YORK SITTING IN THE COUNTY OF NEW YORK (INCLUDING ANY FEDERAL COURT SITTING THEREIN). THE BORROWER FURTHER ACCEPTS, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (a) AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (b) WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT
FORUM. THE BORROWER FURTHER AGREES THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE UPON THE BORROWER IN THE MANNER PROVIDED
FOR NOTICES IN §19. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE 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, ANY GUARANTOR OR ANY OF THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION. THE BORROWER CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER IN THE MANNER PROVIDED FOR
NOTICES IN §19.


 


§22.        HEADINGS.


 


The captions in this
Agreement are for convenience of reference only and shall not define or limit the provisions hereof.


 




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§23.        COUNTERPARTS.


 


This Agreement and
any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement
it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement
is sought.


 


§24.        ENTIRE
AGREEMENT, ETC.


 


This Agreement and
the Loan Documents is intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this
Agreement and the Loan Documents. All prior or contemporaneous promises, agreements and understandings, whether oral or written,
are deemed to be superseded by this Agreement and the Loan Documents, and no party is relying on any promise, agreement or understanding
not set forth in this Agreement and the Loan Documents. Neither this Agreement nor any term hereof may be changed, waived, discharged
or terminated, except as provided in §4.16, §18.9 and §27.


 


§25.        WAIVER
OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.


 


EACH OF THE BORROWER,
THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER
OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES
OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED
IN THIS §25. THE BORROWER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS §25 WITH LEGAL COUNSEL AND THAT
THE BORROWER AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.


 




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§26.        DEALINGS
WITH THE BORROWER AND THE GUARANTORS.


 


The Agent, the Lenders
and their affiliates may accept deposits from, extend credit to, invest in, act as trustee under indentures of, serve as financial
advisor of, and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantors and their respective
Subsidiaries or any of their Affiliates regardless of the capacity of the Agent or the Lender hereunder. The Lenders acknowledge
that, pursuant to such activities, KeyBank or its Affiliates may receive information regarding such Persons (including information
that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation
to provide such information to them. Borrower acknowledges, on behalf of itself and its Affiliates, that the Agent and each of
the Lenders and their respective Affiliates may be providing debt financing, equity capital or other services (including financial
advisory services) in which Borrower and its Affiliates may have conflicting interests regarding the transactions described herein
and otherwise. Neither the Agent nor any Lender will use confidential information described in §18.7 obtained from Borrower
by virtue of the transactions contemplated hereby or its other relationships with Borrower and its Affiliates in connection with
the performance by the Agent or such Lender or their respective Affiliates of services for other companies, and neither the Agent
nor any Lender nor their Affiliates will furnish any such information to other companies. Borrower, on behalf of itself and its
Affiliates, also acknowledges that neither the Agent nor any Lender has any obligation to use in connection with the transactions
contemplated hereby, or to furnish to Borrower, confidential information obtained from other companies. Borrower, on behalf of
itself and its Affiliates, further acknowledges that one or more of the Agent and Lenders and their respective Affiliates may be
a full service securities firm and may from time to time effect transactions, for its own or its Affiliates’ account or the
account of customers, and hold positions in loans, securities or options on loans or securities of Borrower and its Affiliates.


 




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§27.        CONSENTS,
AMENDMENTS, WAIVERS, ETC.


 


Except as otherwise
expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given, and any term
of this Agreement or of any other instrument related hereto or mentioned herein may be amended, and the performance or observance
by the Borrower or the Guarantors of any terms of this Agreement or such other instrument or the continuance of any Default or
Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but
only with, the written consent of the Majority Lenders; provided, however, that the Agreement Regarding Fees may
be amended or otherwise modified, or rights or privileges thereunder waived, in a writing executed by the parties thereto only.
Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly affected thereby:
(a) a reduction in the rate of interest on the Notes; provided, however, that (A) only the consent of the Majority Lenders
shall be necessary to amend the definition of “Default Rate”, to waive any obligation of the Borrower to pay interest
at the Default Rate or to retract the imposition of interest at the Default Rate, (B) only the consent of the Majority Lenders
shall be necessary 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 Letter of Credit or to reduce any fee payable based on such financial covenant;
and (C) in circumstances other than as described in the preceding clauses (A) and (B), (1) only the consent of the Term Loan Lenders
shall be necessary to reduce the rate of interest, including the Applicable Margin, on the Term Loans and the Term Loan Notes and
(2) only the consent of the Revolving Credit Lenders shall be necessary to reduce the rate of interest, including the Applicable
Margin, on the Revolving Credit Loans and the Revolving Credit Notes; (b) an increase in the amount of the Commitments of
the Lenders (except as provided in §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of
any unpaid Loan or any interest thereon (other than a reduction or waiver of default interest) or fee payable under the Loan Documents;
provided that only the consent of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, shall be necessary
for any such amendment or waiver that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit
Commitments, respectively; (d) a change in the amount of any fee payable to a Lender hereunder; provided that only
the consent of the Revolving Credit Lenders shall be necessary for any such amendment or waiver of the fees described in §2.3;
(e) the postponement of any date fixed for any payment of principal of or interest on the Loan; provided that only
the consent of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, shall be necessary for any such postponement
that on its face only applies to the Term Loans or the Revolving Credit Loans and Revolving Credit Commitments, respectively; (f) an
extension of the Term Loan Maturity Date or Revolving Credit Maturity Date (except as provided in §2.12); (g) a change
in the manner of distribution of any payments to the Lenders or the Agent; (h) the release of the Borrower or any Guarantor
except as otherwise provided in this Agreement; (i) an amendment of the definition of Majority Lenders, Required Revolving
Credit Lenders, Required Term Loan Lenders or of any requirement for consent by all of the Lenders; (j) any modification to
require a Revolving Credit Lender to fund a pro rata share of a request for an advance of the Revolving Credit Loan made by the
Borrower other than based on its Revolving Credit Commitment Percentage; (k) an amendment to this §27; or (l) an
amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, the Majority
Lenders, Required Revolving Credit Lenders or the Required Term Loan Lenders to require a lesser number of Lenders to approve such
action. The provisions of §14 may not be amended without the written consent of the Agent. Any provision of this Agreement
or the Loan Documents which requires the approval of all of the Revolving Credit Lenders or the Required Revolving Credit Lenders
may not be amended or waived to require a lesser number of Revolving Credit Lenders to approve such action without the written
consent of all of the Revolving Credit Lenders. Any provision of this Agreement or the Loan Documents which requires the approval
of all of the Term Loan Lenders or the Required Term Loan Lenders may not be amended or waived to require a lesser number of Term
Loan Lenders to approve such action without the written consent of all of the Term Loan Lenders. There shall be no amendment, modification
or waiver of any provision in the Loan Documents with respect to Swing Loans without the consent of the Swing Loan Lender, nor
any amendment, modification or waiver of any provision in the Loan Documents with respect to Letters of Credit without the consent
of the Issuing Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent
of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders,
except that (x) the Commitment of any Defaulting Lender may not be increased 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. There shall be no amendment,
modification or waiver of any provision in the Loan Documents which results in a modification of the conditions to funding with
respect to the Revolving Credit Commitment or the Term Loan Commitment without the written consent of the Required Revolving Credit
Lenders or the Required Term Loan Lenders, respectively, nor any amendment, modification or waiver that disproportionately affects
the Revolving Credit Lenders or the Term Loan Lenders without the approval of the Required Revolving Credit Lenders or the Required
Term Loan Lenders, respectively. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent
thereon. No course of dealing or delay or omission on the part of the Agent or any Lender in exercising any right shall operate
as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon any of the Borrower or the Guarantors shall
entitle the Borrower or any Guarantor to other or further notice or demand in similar or other circumstances.


 




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§28.        SEVERABILITY.


 


The provisions of this
Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such
jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision
of this Agreement in any jurisdiction.


 


§29.        TIME
OF THE ESSENCE.


 


Time is of the essence
with respect to each and every covenant, agreement and obligation of the Borrower and the Guarantors under this Agreement and the
other Loan Documents.


 


§30.        NO
UNWRITTEN AGREEMENTS.


 


THE LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT
BETWEEN THE PARTIES ARE SET FORTH BELOW.


 


§31.        REPLACEMENT
NOTES.


 


Upon receipt of evidence
reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of any such
loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to the Borrower and the Borrower’s
counsel or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, the Borrower will execute
and deliver, in lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date
of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed
to refer to such replacement Note. All reasonable costs and expenses incurred by the Borrower in connection with the foregoing,
including reasonable attorneys’ fees, shall be paid by the Lender that requested the replacement Note.


 




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§32.        NO
THIRD PARTIES BENEFITED.


 


This Agreement and
the other Loan Documents are made and entered into for the sole protection and legal benefit of the Borrower, the Guarantors, the
Lenders, the Agent, the Arrangers and their permitted successors and assigns, and no other Person shall be a direct or indirect
legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the
other Loan Documents. All conditions to the performance of the obligations of the Agent and the Lenders under this Agreement, including
the obligation to make Loans and issue Letters of Credit, are imposed solely and exclusively for the benefit of the Agent and the
Lenders and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be
entitled to assume that the Agent and the Lenders will refuse to make Loans or issue Letters of Credit in the absence of strict
compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions,
any and all of which may be freely waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion
they deem it desirable to do so. In particular, the Agent and the Lenders make no representations and assume no obligations as
to third parties concerning the quality of any the construction by the Borrower, the Guarantors or any of their respective Subsidiaries
of any development or the absence therefrom of defects.


 


§33.        PATRIOT
ACT.


 


Each Lender and the
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the Guarantors that, pursuant to the requirements
of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which
information includes names and addresses and other information that will allow such Lender or the Agent, as applicable, to identify
the Borrower and the Guarantors in accordance with the Patriot Act.


 


§34.        ACKNOWLEDGEMENT
AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS.


 


Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability
is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 




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(iii)        the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


§35.        AUTOMATIC
ALTERNATIVE CURRENCY CONVERSION.


 


If an Automatic Alternative
Currency Conversion Trigger shall occur, the amount of all Outstanding Revolving Credit Loans, Term Loans and Letter of Credit
Liabilities denominated in an Alternative Currency shall, automatically and with no further action required, be converted into
the Dollar Equivalent of such amounts, determined by the Agent on the basis of the Spot Rate determined on the Automatic Alternative
Currency Conversion Date, and on and after such date all amounts accruing and owed to the Lenders in respect of such Outstanding
Revolving Credit Loans, Term Loans and Letter of Credit Liabilities denominated in an Alternative Currency shall accrue and be
payable in Dollars at the rate otherwise applicable hereunder.


 


§36.        JUDGMENT
CURRENCY.


 


For the purposes of
obtaining judgment in any court if it is necessary to convert a sum due from the Borrower hereunder or under any other Loan Document
in one Currency expressed to be payable herein (the “Specified Currency”) into another Currency, the parties
hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance
with normal banking procedures the Agent could purchase the Specified Currency with such other currency at the Agent’s main
Cleveland, Ohio office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of
the Borrower in respect of any sum due hereunder shall, notwithstanding any judgment in a Currency other than the Specified Currency,
be discharged only to the extent that on the Business Day following receipt by any Lender (including the Agent), as the case may
be, of any sum adjudged to be so due in such other Currency such Lender (including the Agent), as the case may be, may in accordance
with normal, reasonable banking procedures purchase the Specified Currency with such other Currency. If the amount of the Specified
Currency so purchased is less than the sum originally due to such Lender (including the Agent), as the case may be, in the Specified
Currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding
any such judgment, to indemnify such Lender (including the Agent), as the case may be, against such loss, and to pay such additional
amounts upon demand from Agent. All of the Borrower's obligations under this §36 shall survive termination of this Agreement
and repayment of all other Obligations hereunder.


 


§37.        WAIVER
OF CLAIMS.


 


Borrower for itself
and the Guarantors acknowledges, represents and agrees that Borrower and Guarantors as of the date hereof have no defenses, setoffs,
claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the “Loan Documents” (as
defined in the Existing Credit Agreement and this Agreement), the administration or funding of the “Loans” or the “Letters
of Credit” (as such terms are defined in the Existing Credit Agreement and this Agreement), or with respect to any acts or
omissions of Agent or any Lender, or any past or present officers, agents or employees of Agent or any Lender (whether under the
Existing Credit Agreement, this Agreement or any of such “Loan Documents”), and each of Borrower and Guarantors does
hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action arising
on or before the date hereof, if any.


 




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§38.        CONSENT
TO AMENDMENT AND RESTATEMENT; EFFECT OF AMENDMENT AND RESTATEMENT.


 


Pursuant to §27
of the Existing Credit Agreement, KeyBank as the Agent under the Existing Credit Agreement and each Lender hereby consents to the
amendment and restatement of the Existing Credit Agreement pursuant to the terms of this Agreement and the amendment or amendment
and restatement of the other “Loan Documents” (as defined in the Existing Credit Agreement), and by execution hereof
the Lenders authorize the Agent to enter into such agreements. On the Closing Date, the Existing Credit Agreement shall be amended
and restated in its entirety by this Agreement, and the Existing Credit Agreement, except as specifically set forth herein, shall
thereafter be of no further force and effect and shall be deemed replaced and superseded in all respects by this Agreement. The
parties hereto acknowledge and agree that this Agreement does not constitute a novation or termination of the “Obligations”
under the Existing Credit Agreement, which remain outstanding as of the Closing Date. All interest and fees accrued and unpaid
under the Existing Credit Agreement as of the date of this Agreement shall be due and payable in the amount determined pursuant
to the Existing Credit Agreement for periods prior to the Closing Date on the next payment date for such interest or fee set forth
in this Agreement.


 


§39.        ACKNOWLEDGEMENT
REGARDING ANY SUPPORTED QFCs.


 


To the extent that
the Loan Documents provide support, through a guarantee or otherwise, for a Derivatives Contract or any other agreement or instrument
that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the
parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under
the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported
QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the
United States):


 


In the event a Covered
Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and
obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a
BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under
the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such
Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit
Support.


 


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IN WITNESS WHEREOF,
each of the undersigned have caused this Agreement to be executed by its duly authorized representatives as of the date first set
forth above.


 


	 	BORROWER:
	 	 	 
	 	GLOBAL NET LEASE OPERATING 
 PARTNERSHIP, L.P., a Delaware limited partnership
	 	 	 
	 	By:	GLOBAL NET LEASE, INC., a Maryland corporation, its general partner
	 	 	By: 	/s/ Christopher Masterson
	 	 	Name:	Christopher Masterson
	 	 	Title:	CFO, Treasurer, and Secretary


 


[Signatures continued on next page.]


 


	 	AGENT AND LENDERS:
	 	 
	 	KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as the Agent
	 	 
	 	By:	/s/ Jonathan Bond
	 	Name:	Jonathan Bond
	 	Title:	Assistant Vice President


 


[Signatures Continued
on Next Page]


 


	 	CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent
	 	 
	 	By:	/s/ Peter Ilovic
	 	Name:	Peter Ilovic
	 	Title:	Vice President


 


[Signatures Continued
on Next Page]


 





First Amended and Restated
Credit Agreement 







  






     


     


    

 


	 	CITIZENS BANK, N.A., individually as a Lender and as a Co-Syndication Agent
	 	 
	 	By:	/s/ Michelle M. Dawson
	 	Name	:  Michelle M. Dawson
	 	Title:	Vice President


 


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	 	BMO HARRIS BANK, N.A., individually as a Lender and as a Co-Syndication Agent
	 	 
	 	By:	/s/ Lloyd Baron
	 	Name:	  Lloyd Baron
	 	Title:	Director


 


[Signatures Continued
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	 	MIZUHO BANK, LTD., individually as a Lender and as a Co-Syndication Agent
	 	 
	 	By:	/s/ Donna DeMagistris
	 	Name:  	Donna DeMagistris
	 	Title:	Authorized Signatory


 


[Signatures Continued
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First Amended and Restated
Credit Agreement 


 






     


     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION, individually as a Lender, as a Co-Syndication Agent and as the Documentation Agent
	 	 
	 	By:	/s/ Keith J. Connolly
	 	Name:	Keith J. Connolly
	 	Title:	General Manager


 


[Signatures Continued
on Next Page]


 


	 	BBVA USA, an Alabama banking corporation, individually as a Lender and as a Co-Syndication Agent
	 	 
	 	By:	/s/ Scott Childs
	 	Name:	Scott Childs
	 	Title:	Senior Vice President


 


[Signatures Continued
on Next Page]


 


	 	SOCIÉTÉ GÉNÉRALE 
	 	 	 
	 	By:	/s/ John Hogan
	 	Name:	John Hogan
	 	Title:	Director


 


[Signatures Continued
on Next Page]


 


	 	COMERICA BANK
	 	 	 
	 	By:	/s/ Charles Weddell
	 	Name:	Charles Weddell
	 	Title:	Vice President


 


[Signatures Continued
on Next Page]


 


First Amended and Restated
Credit Agreement 


 






     


     


    

 


	 	SYNOVUS BANK
	 	 
	 	By:	/s/ David Bowman
	 	Name:	David Bowman
	 	Title:	Director - Corporate Banking


 


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	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 
	 	By:	/s/ Virginia Cosenza
	 	Name:	Virginia Cosenza
	 	Title:	Vice President
	 	 	 
	 	By:	/s/ Ming K Chu
	 	Name:	Ming K Chu
	 	Title:	Director


 


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	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	 	 
	 	By:	/s/ Doreen Barr
	 	Name:	Doreen Barr
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Komal Shah
	 	Name:	Komal Shah
	 	Title:	Authorized Signatory


 


First Amended and Restated
Credit Agreement 


 




     


     


    

 


EXHIBITS
AND SCHEDULES


 


	Exhibit A	FORM OF JOINDER AGREEMENT
	 	 
	Exhibit B	FORM OF TERM LOAN NOTE
	 	 
	Exhibit C	FORM OF REVOLVING CREDIT NOTE
	 	 
	Exhibit D	FORM OF SWING LOAN NOTE
	 	 
	Exhibit E	FORM OF REQUEST FOR REVOLVING CREDIT LOAN
	 	 
	Exhibit F	FORM OF LETTER OF CREDIT REQUEST
	 	 
	Exhibit G	FORM OF LETTER OF CREDIT APPLICATION
	 	 
	Exhibit H	FORM OF UNENCUMBERED POOL CERTIFICATE
	 	 
	Exhibit I	FORM OF COMPLIANCE CERTIFICATE
	 	 
	Exhibit J	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
	 	 
	Exhibit K	FORM OF UNENCUMBERED POOL ASSET CERTIFICATE
	 	 
	Exhibit L	FORM OF U.S. TAX COMPLIANCE CERTIFICATE
	 	 
	Schedule 1.1	LENDERS AND COMMITMENTS
	 	 
	Schedule 1.2	UNENCUMBERED POOL ASSETS
	 	 
	Schedule 1.3	ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
	 	 
	Schedule 4.3	ACCOUNTS
	 	 
	Schedule 6.3	TITLE TO PROPERTIES
	 	 
	Schedule 6.5	NO MATERIAL CHANGES
	 	 
	Schedule 6.7	PENDING LITIGATION
	 	 
	Schedule 6.10	TAX STATUS AND TAXPAYER IDENTIFICATION NUMBER
	 	 
	Schedule 6.14	CERTAIN TRANSACTIONS
	 	 
	Schedule 6.20(a)	SUBSIDIARIES OF REIT
	 	 
	Schedule 6.20(b)	UNCONSOLIDATED AFFILIATES OF REIT AND ITS SUBSIDIARIES
	 	 
	Schedule 6.24	OTHER DEBT


 




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	 	 	 	Page
	 	 	 	 
	§1.	DEFINITIONS AND RULES OF INTERPRETATION	1
	 	 	 	 
	 	§1.1	Definitions	1
	 	 	 	 
	 	§1.2	Rules of Interpretation	45
	 	 	 	 
	 	§1.3	Currencies; Currency Equivalents	46
	 	 	 	 
	§2.	THE CREDIT FACILITY	48
	 	 	 	 
	 	§2.1	Revolving Credit Loans	48
	 	 	 	 
	 	§2.2	Commitment to Lend Term Loan	49
	 	 	 	 
	 	§2.3	Unused Fee; Facility Fee	50
	 	 	 	 
	 	§2.4	Reduction and Termination of the Revolving Credit Commitments	51
	 	 	 	 
	 	§2.5	Swing Loan Commitment	51
	 	 	 	 
	 	§2.6	Interest on Loans	54
	 	 	 	 
	 	§2.7	Requests for Loans	55
	 	 	 	 
	 	§2.8	Funds for Loans	56
	 	 	 	 
	 	§2.9	Use of Proceeds	57
	 	 	 	 
	 	§2.10	Letters of Credit	57
	 	 	 	 
	 	§2.11	Increase in Total Commitment	61
	 	 	 	 
	 	§2.12	Extension of Revolving Credit Maturity Date	64
	 	 	 	 
	 	§2.13	Defaulting Lenders	65
	 	 	 	 
	 	§2.14	Evidence of Debt	69
	 	 	 	 
	§3.	REPAYMENT OF THE LOANS	70
	 	 	 	 
	 	§3.1	Stated Maturity	70
	 	 	 	 
	 	§3.2	Mandatory Prepayments	70
	 	 	 	 
	 	§3.3	Optional Prepayments	71
	 	 	 	 
	 	§3.4	Partial Prepayments	71
	 	 	 	 
	 	§3.5	Effect of Prepayments	72
	 	 	 	 
	§4.	CERTAIN GENERAL PROVISIONS	72
	 	 	 	 
	 	§4.1	Conversion Options	72
	 	 	 	 
	 	§4.2	Fees	73
	 	 	 	 
	 	§4.3	Funds for Payments	74
	 	 	 	 
	 	§4.4	Computations	79
	 	 	 	 
	 	§4.5	Suspension of LIBOR Rate Loans	79


 




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	 	§4.6	Illegality	79
	 	 	 	 
	 	§4.7	Additional Interest	80
	 	 	 	 
	 	§4.8	Additional Costs, Etc	80
	 	 	 	 
	 	§4.9	Capital Adequacy	82
	 	 	 	 
	 	§4.10	Breakage Costs	82
	 	 	 	 
	 	§4.11	Default Interest	82
	 	 	 	 
	 	§4.12	Certificate	82
	 	 	 	 
	 	§4.13	Limitation on Interest	83
	 	 	 	 
	 	§4.14	Certain Provisions Relating to Increased Costs and Non-Funding Lenders	83
	 	 	 	 
	 	§4.15	Delay in Requests	84
	 	 	 	 
	 	§4.16	Successor LIBOR Rate	84
	 	 	 	 
	§5.	UNSECURED OBLIGATIONS; GUARANTY	86
	 	 	 	 
	 	§5.1	Reserved	86
	 	 	 	 
	 	§5.2	Additional Guarantors	86
	 	 	 	 
	 	§5.3	Release of Subsidiary Guarantors	87
	 	 	 	 
	§6.	REPRESENTATIONS AND WARRANTIES	88
	 	 	 	 
	 	§6.1	Corporate Authority, Etc	88
	 	 	 	 
	 	§6.2	Governmental Approvals	89
	 	 	 	 
	 	§6.3	Title to Properties	89
	 	 	 	 
	 	§6.4	Financial Statements	89
	 	 	 	 
	 	§6.5	No Material Changes	90
	 	 	 	 
	 	§6.6	Franchises, Patents, Copyrights, Etc	90
	 	 	 	 
	 	§6.7	Litigation	90
	 	 	 	 
	 	§6.8	No Material Adverse Contracts, Etc	90
	 	 	 	 
	 	§6.9	Compliance with Other Instruments, Laws, Etc	91
	 	 	 	 
	 	§6.10	Tax Status	91
	 	 	 	 
	 	§6.11	No Event of Default	91
	 	 	 	 
	 	§6.12	Investment Company Act	91
	 	 	 	 
	 	§6.13	Reserved	91
	 	 	 	 
	 	§6.14	Certain Transactions	92
	 	 	 	 
	 	§6.15	Employee Benefit Plans	92
	 	 	 	 
	 	§6.16	Disclosure	92


 




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	 	§6.17	Trade Name; Place of Business	93
	 	 	 	 
	 	§6.18	Regulations T, U and X	93
	 	 	 	 
	 	§6.19	Environmental Compliance	93
	 	 	 	 
	 	§6.20	Subsidiaries; Organizational Structure	95
	 	 	 	 
	 	§6.21	Leases	95
	 	 	 	 
	 	§6.22	Property	96
	 	 	 	 
	 	§6.23	Brokers	96
	 	 	 	 
	 	§6.24	Other Debt	96
	 	 	 	 
	 	§6.25	Solvency	96
	 	 	 	 
	 	§6.26	No Bankruptcy Filing	96
	 	 	 	 
	 	§6.27	No Fraudulent Intent	97
	 	 	 	 
	 	§6.28	Transaction in Best Interests of the Borrower and Guarantors; Consideration	97
	 	 	 	 
	 	§6.29	Contribution Agreement	97
	 	 	 	 
	 	§6.30	Representations and Warranties of Guarantors	97
	 	 	 	 
	 	§6.31	OFAC	98
	 	 	 	 
	 	§6.32	Unencumbered Pool Assets	98
	 	 	 	 
	§7.	AFFIRMATIVE COVENANTS	98
	 	 	 	 
	 	§7.1	Punctual Payment	98
	 	 	 	 
	 	§7.2	Maintenance of Office	98
	 	 	 	 
	 	§7.3	Records and Accounts	98
	 	 	 	 
	 	§7.4	Financial Statements, Certificates and Information	99
	 	 	 	 
	 	§7.5	Notices	103
	 	 	 	 
	 	§7.6	Existence; Maintenance of Properties	104
	 	 	 	 
	 	§7.7	Insurance	105
	 	 	 	 
	 	§7.8	Taxes; Liens	105
	 	 	 	 
	 	§7.9	Inspection of Properties and Books	106
	 	 	 	 
	 	§7.10	Compliance with Laws, Contracts, Licenses, and Permits	106
	 	 	 	 
	 	§7.11	Further Assurances	107
	 	 	 	 
	 	§7.12	Limiting Agreements	107
	 	 	 	 
	 	§7.13	Reserved	107
	 	 	 	 
	 	§7.14	Business Operations	107


 




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	 	§7.15	Reserved	108
	 	 	 	 
	 	§7.16	Reserved	108
	 	 	 	 
	 	§7.17	Ownership of Real Estate	108
	 	 	 	 
	 	§7.18	Distributions of Income to the Borrower	108
	 	 	 	 
	 	§7.19	Plan Assets	109
	 	 	 	 
	 	§7.20	Unencumbered Pool Assets	109
	 	 	 	 
	 	§7.21	Management	113
	 	 	 	 
	 	§7.22	Beneficial Ownership	113
	 	 	 	 
	 	§7.23	Sanctions Laws and Regulations	113
	 	 	 	 
	§8.	NEGATIVE COVENANTS	113
	 	 	 	 
	 	§8.1	Restrictions on Indebtedness	113
	 	 	 	 
	 	§8.2	Restrictions on Liens, Etc	115
	 	 	 	 
	 	§8.3	Restrictions on Investments	116
	 	 	 	 
	 	§8.4	Merger, Consolidation	119
	 	 	 	 
	 	§8.5	Sale and Leaseback	119
	 	 	 	 
	 	§8.6	Compliance with Environmental Laws	120
	 	 	 	 
	 	§8.7	Distributions	122
	 	 	 	 
	 	§8.8	Asset Sales	123
	 	 	 	 
	 	§8.9	Restriction on Prepayment of Indebtedness	123
	 	 	 	 
	 	§8.10	Reserved	124
	 	 	 	 
	 	§8.11	Derivatives Contracts	124
	 	 	 	 
	 	§8.12	Transactions with Affiliates	124
	 	 	 	 
	 	§8.13	Advisory Agreement	124
	 	 	 	 
	 	§8.14	Changes to Organizational Documents	124
	 	 	 	 
	§9.	FINANCIAL COVENANTS	125
	 	 	 	 
	 	§9.1	Maximum Leverage Ratio	125
	 	 	 	 
	 	§9.2	Maximum Fixed Charge Coverage Ratio	125
	 	 	 	 
	 	§9.3	Maximum Unencumbered Leverage Ratio	125
	 	 	 	 
	 	§9.4	Unencumbered Debt Service Coverage Ratio	125
	 	 	 	 
	 	§9.5	Maximum Secured Leverage Ratio	125
	 	 	 	 
	 	§9.6	Maximum Secured Recourse Debt Ratio	125
	 	 	 	 
	 	§9.7	Minimum Consolidated Tangible Net Worth	125


 




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	§10.	CLOSING CONDITIONS	125
	 	 	 	 
	 	§10.1	Loan Documents	126
	 	 	 	 
	 	§10.2	Certified Copies of Organizational Documents	126
	 	 	 	 
	 	§10.3	Resolutions	126
	 	 	 	 
	 	§10.4	Incumbency Certificate; Authorized Signers	126
	 	 	 	 
	 	§10.5	Opinion of Counsel	126
	 	 	 	 
	 	§10.6	Payment of Fees	126
	 	 	 	 
	 	§10.7	Performance; No Default	126
	 	 	 	 
	 	§10.8	Representations and Warranties	126
	 	 	 	 
	 	§10.9	Proceedings and Documents	127
	 	 	 	 
	 	§10.10	Eligible Real Estate Qualification Documents	127
	 	 	 	 
	 	§10.11	Borrower Certifications	127
	 	 	 	 
	 	§10.12	Consents	127
	 	 	 	 
	 	§10.13	Contribution Agreement	127
	 	 	 	 
	 	§10.14	KYC	127
	 	 	 	 
	 	§10.15	Organizational Chart	128
	 	 	 	 
	 	§10.16	Other	128
	 	 	 	 
	§11.	CONDITIONS TO ALL BORROWINGS	128
	 	 	 	 
	 	§11.1	Reserved	128
	 	 	 	 
	 	§11.2	Representations True; No Default	128
	 	 	 	 
	 	§11.3	Borrowing Documents	128
	 	 	 	 
	§12.	EVENTS OF DEFAULT; ACCELERATION; ETC	128
	 	 	 	 
	 	§12.1	Events of Default and Acceleration	128
	 	 	 	 
	 	§12.2	Certain Cure Periods; Limitation of Cure Periods	132
	 	 	 	 
	 	§12.3	Termination of Commitments	133
	 	 	 	 
	 	§12.4	Remedies	133
	 	 	 	 
	 	§12.5	Distribution of Proceeds	134
	 	 	 	 
	 	§12.6	Collateral Account	134
	 	 	 	 
	§13.	SETOFF	136
	 	 	 	 
	§14.	THE AGENT	136
	 	 	 	 
	 	§14.1	Authorization	136
	 	 	 	 
	 	§14.2	Employees and Agents	137


 




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	 	§14.3	No Liability	137
	 	 	 	 
	 	§14.4	No Representations	137
	 	 	 	 
	 	§14.5	Payments	138
	 	 	 	 
	 	§14.6	Holders of Notes	138
	 	 	 	 
	 	§14.7	Indemnity	138
	 	 	 	 
	 	§14.8	The Agent as Lender	139
	 	 	 	 
	 	§14.9	Resignation	139
	 	 	 	 
	 	§14.10	Duties in the Case of Enforcement	140
	 	 	 	 
	 	§14.11	Bankruptcy	140
	 	 	 	 
	 	§14.12	Reliance by the Agent	140
	 	 	 	 
	 	§14.13	Approvals	141
	 	 	 	 
	 	§14.14	The Borrower Not Beneficiary	141
	 	 	 	 
	 	§14.15	Reliance on Hedge Provider	141
	 	 	 	 
	§15.	EXPENSES	142
	 	 	 	 
	§16.	INDEMNIFICATION	142
	 	 	 
	§17.	SURVIVAL OF COVENANTS, ETC	143
	 	 	 
	§18.	ASSIGNMENT AND PARTICIPATION	144
	 	 	 	 
	 	§18.1	Conditions to Assignment by Lenders	144
	 	 	 	 
	 	§18.2	Register	145
	 	 	 	 
	 	§18.3	New Notes	145
	 	 	 	 
	 	§18.4	Participations	146
	 	 	 	 
	 	§18.5	Pledge by Lender	147
	 	 	 	 
	 	§18.6	No Assignment by the Borrower	147
	 	 	 	 
	 	§18.7	Disclosure	147
	 	 	 	 
	 	§18.8	Mandatory Assignment	148
	 	 	 	 
	 	§18.9	Amendments to Loan Documents	149
	 	 	 	 
	 	§18.10	Titled Agents	149
	 	 	 	 
	§19.	NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS	149
	 	 	 
	§20.	RELATIONSHIP	152
	 	 	 
	§21.	GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE	152
	 	 	 
	§22.	HEADINGS	152
	 	 	 
	§23.	COUNTERPARTS	153


 




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	§24.	ENTIRE AGREEMENT, ETC	153
	 	 	 
	§25.	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS	153
	 	 	 
	§26.	DEALINGS WITH THE BORROWER AND THE GUARANTORS	154
	 	 	 
	§27.	CONSENTS, AMENDMENTS, WAIVERS, ETC.	155
	 	 	 
	§28.	SEVERABILITY	156
	 	 	 
	§29.	TIME OF THE ESSENCE	156
	 	 	 
	§30.	NO UNWRITTEN AGREEMENTS	156
	 	 	 
	§31.	REPLACEMENT NOTES	156
	 	 	 
	§32.	NO THIRD PARTIES BENEFITED	157
	 	 	 
	§33.	PATRIOT ACT	157
	 	 	 
	§34.	ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS	157
	 	 	 
	§35.	AUTOMATIC ALTERNATIVE CURRENCY CONVERSION	158
	 	 	 
	§36.	JUDGMENT CURRENCY	158
	 	 	 
	§37.	WAIVER OF CLAIMS	158
	 	 	 
	§38.	CONSENT TO AMENDMENT AND RESTATEMENT; EFFECT OF AMENDMENT AND RESTATEMENT	159
	 	 	 
	§39.	ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCs	159


 




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