EXECUTION COPY


 





 



  


REVOLVING CREDIT AND
TERM LOAN AGREEMENT


 


Dated as of July 21, 2014


 


among


 


AGREE LIMITED PARTNERSHIP,


as the Borrower,


 


PNC BANK, NATIONAL
ASSOCIATION,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,


 


and


The other Lenders Party
Hereto





_____________________________________________________________


 


PNC CAPITAL MARKETS
LLC


and


CITIGROUP GLOBAL MARKETS
INC.,


as


Joint Lead Arrangers and
Joint Book Managers for the Revolving Credit Facility,


 


PNC CAPITAL MARKETS
LLC


and


SUNTRUST ROBINSON HUMPHREY,
INC.,


as


Joint Lead Arrangers and
Joint Book Managers for the New Term Loan Facility,


 


PNC CAPITAL MARKETS
LLC,


as


Sole Lead Arranger and
Sole Book Manager for the Existing Term Loan Facility,


 


CITIGROUP GLOBAL MARKETS
INC.,


as


Syndication Agent for
the Revolving Credit Facility,


 


SUNTRUST BANK,


as


 


Syndication Agent for
the New Term Loan Facility,


and


BMO CAPITAL MARKETS,


as


Syndication Agent for
the Existing Term Loan Facility


 





 






 




    	 



    	 



    

 


TABLE OF CONTENTS


  


	 	 	 	Page
	 	 	 	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 	 
	1.01	 	Defined Terms	1
	 	 	 	 
	Applicable Rate for Revolving Eurodollar Rate Loans/Letter of Credit Fees	2
	 	 	 	 
	Applicable Rate for New Term Eurodollar Rate Loans	3
	 	 	 	 
	Applicable Rate for Existing Term Eurodollar Rate Loans	3
	 	 	 	 
	1.02	 	Other Interpretive Provisions	29
	1.03	 	Accounting Terms.	30
	1.04	 	Rounding	30
	1.05	 	Times of Day	30
	1.06	 	Letter of Credit Amounts	30
	1.07	 	Classifications of Loans and Borrowings	30
	 	 	 	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	31
	 	 	 	 
	2.01	 	Committed Loans	31
	2.02	 	Borrowings, Conversions and Continuations of Committed Loans.	32
	2.03	 	Intentionally Omitted.	33
	2.04	 	Letters of Credit.	33
	2.05	 	Swing Line Loans.	40
	2.06	 	Prepayments.	42
	2.07	 	Termination or Reduction of Revolving Commitments	43
	2.08	 	Repayment of Loans.	44
	2.09	 	Interest.	44
	2.10	 	Fees	45
	2.11	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.	45
	2.12	 	Evidence of Debt.	46
	2.13	 	Payments Generally; Administrative Agent’s Clawback.	46
	2.14	 	Sharing of Payments by Lenders	48
	2.15	 	Extension of Revolving Maturity Date	48
	2.16	 	Increase in Revolving Commitments; Additional Term Loans.	49
	2.17	 	Cash Collateral.	50
	2.18	 	Defaulting Lenders.	51
	 	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	53
	 	 	 	 
	3.01	 	Taxes.	53
	3.02	 	Illegality	56
	3.03	 	Inability to Determine Rates	56
	3.04	 	Increased Costs.	57
	3.05	 	Compensation for Losses	58
	3.06	 	Mitigation Obligations; Replacement of Lenders.	59
	3.07	 	Survival	59
	 	 	 	 
	ARTICLE IV. [INTENTIONALLY OMITTED]	59
	 	 	 	 
	ARTICLE V. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	59
	 	 	 	 
	5.01	 	Conditions of Initial Credit Extension	59
	5.02	 	Conditions to all Credit Extensions	61


  




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TABLE OF CONTENTS


  


	 	 	 	Page
	 	 	 	 
	ARTICLE VI. REPRESENTATIONS AND WARRANTIES	61
	 	 	 	 
	6.01	 	Existence, Qualification and Power	61
	6.02	 	Authorization; No Contravention	62
	6.03	 	Governmental Authorization; Other Consents	62
	6.04	 	Binding Effect	62
	6.05	 	Financial Statements; No Material Adverse Effect.	62
	6.06	 	Litigation	62
	6.07	 	No Default	63
	6.08	 	Ownership of Property; Liens	63
	6.09	 	Environmental Compliance	63
	6.10	 	Insurance	63
	6.11	 	Taxes	63
	6.12	 	ERISA Compliance.	63
	6.13	 	Subsidiaries; Equity Interests	64
	6.14	 	Margin Regulations; Investment Company Act.	64
	6.15	 	Disclosure	65
	6.16	 	Compliance with Laws	65
	6.17	 	Taxpayer Identification Number	65
	6.18	 	Anti-Money Laundering/International Trade Law Compliance	65
	6.19	 	Unencumbered Pool Properties	65
	 	 	 	 
	ARTICLE VII. AFFIRMATIVE COVENANTS	65
	 	 	 	 
	7.01	 	Financial Statements	66
	7.02	 	Certificates; Other Information	66
	7.03	 	Notices	68
	7.04	 	Payment of Obligations	68
	7.05	 	Preservation of Existence, Etc.	68
	7.06	 	Maintenance of Properties	69
	7.07	 	Maintenance of Insurance	69
	7.08	 	Compliance with Laws	69
	7.09	 	Books and Records	69
	7.10	 	Inspection Rights	69
	7.11	 	Use of Proceeds	69
	7.12	 	Unencumbered Pool Properties	69
	7.13	 	Subsidiary Guarantor Organizational Documents	70
	7.14	 	Additional Guarantors; Release of Guarantors.	70
	7.15	 	Environmental Matters	71
	7.16	 	REIT Status; New York Stock Exchange Listing	71
	7.17	 	Anti-Money Laundering/International Trade Law Compliance	71
	7.18	 	Interest Rate Protection	71
	 	 	 	 
	ARTICLE VIII. NEGATIVE COVENANTS	72
	 	 	 	 
	8.01	 	[Intentionally Omitted]	72
	8.02	 	Investments	72
	8.03	 	Fundamental Changes	72
	8.04	 	Dispositions	73
	8.05	 	Restricted Payments	73
	8.06	 	Change in Nature of Business	74
	8.07	 	Transactions with Affiliates	74




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TABLE OF CONTENTS


   


	 	 	 	Page
	 	 	 	 
	8.08	 	Burdensome Agreements	74
	8.09	 	Use of Proceeds	74
	8.10	 	Minimum Number of Unencumbered Pool Properties	74
	8.11	 	Industry Concentration	74
	8.12	 	[Intentionally Omitted]	74
	8.13	 	Negative Pledge	74
	8.14	 	Financial Covenants	74
	 	 	 	 
	ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES	75
	 	 	 	 
	9.01	 	Events of Default	75
	9.02	 	Remedies Upon Event of Default	77
	9.03	 	Application of Funds	77
	 	 	 	 
	ARTICLE X. ADMINISTRATIVE AGENT	78
	 	 	 	 
	10.01	 	Appointment and Authority	78
	10.02	 	Rights as a Lender	79
	10.03	 	Exculpatory Provisions	79
	10.04	 	Reliance by Administrative Agent	80
	10.05	 	Delegation of Duties	80
	10.06	 	Resignation of Administrative Agent	81
	10.07	 	Non-Reliance on Administrative Agent and Other Lenders	81
	10.08	 	No Other Duties, Etc.	82
	10.09	 	Administrative Agent May File Proofs of Claim	82
	10.10	 	Collateral and Guaranty Matters	82
	10.11	 	No Reliance on Administrative Agent’s Customer Identification Program	83
	10.12	 	Consents and Approvals	83
	 	 	 	 
	ARTICLE XI. MISCELLANEOUS	84
	 	 	 	 
	11.01	 	Amendments, Etc.	84
	11.02	 	Notices; Effectiveness; Electronic Communication.	85
	11.03	 	No Waiver; Cumulative Remedies; Enforcement	87
	11.04	 	Expenses; Indemnity; Damage Waiver.	88
	11.05	 	Payments Set Aside	89
	11.06	 	Successors and Assigns.	90
	11.07	 	Treatment of Certain Information; Confidentiality	93
	11.08	 	Right of Setoff	94
	11.09	 	Interest Rate Limitation	94
	11.10	 	Counterparts; Integration; Effectiveness	95
	11.11	 	Survival of Representations and Warranties	95
	11.12	 	Severability	95
	11.13	 	Replacement of Lenders	95
	11.14	 	Governing Law; Jurisdiction; Etc.	96
	11.15	 	Waiver of Jury Trial	97
	11.16	 	No Advisory or Fiduciary Responsibility	97
	11.17	 	Electronic Execution of Assignments and Certain Other Documents	97
	11.18	 	USA PATRIOT Act	98
	11.19	 	ENTIRE AGREEMENT	98
	11.20	 	Effect on Existing Term Loan Agreement.	98


 




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SCHEDULES


 


	1.01(A)	Commitments 
	1.01(B)	Guarantors
	6.05	Material Indebtedness and Other Liabilities
	6.06	Litigation
	6.08	Existing Liens
	6.09	Environmental Matters
	6.13	Subsidiaries; Other Equity Investments; Equity Interests
	6.17	Loan Parties’ Taxpayer Identification Numbers
	6.19	Initial Unencumbered Pool Properties
	11.02	Administrative Agent’s Office; Certain Addresses for Notices


 


EXHIBITS


 


	 	Form of
	 	 
	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C-1	Revolving Note
	C-2	Swing Line Note
	C-3	Existing Term Note
	C-4	New Term Note
	D	Compliance Certificate
	E	Assignment and Assumption
	F	Unencumbered Pool Report


 




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REVOLVING CREDIT AND
TERM LOAN AGREEMENT


 


This REVOLVING CREDIT
AND TERM LOAN AGREEMENT (this “Agreement”) is entered into as of July 21, 2014 by and among AGREE LIMITED
PARTNERSHIP, a Delaware limited partnership (the “Borrower”), each of the Loan Parties from time to time party
hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”),
and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, with PNC CAPITAL MARKETS LLC and
CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Book Managers for the Revolving Credit Facility, PNC CAPITAL MARKETS
LLC and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arrangers and Joint Book Managers for the New Term Loan Facility, PNC CAPITAL
MARKETS LLC, as Sole Lead Arranger and Sole Book Manager for the Existing Term Loan Facility, CITIGROUP GLOBAL MARKETS INC., as
Syndication Agent for the Revolving Credit Facility, SUNTRUST BANK, as Syndication Agent for the New Term Loan Facility, and BMO
CAPITAL MARKETS, as Syndication Agent for the Existing Term Loan Facility.


 


Certain of the Lenders
and other financial institutions have made available to the Borrower a revolving facility in the amount of $85,000,000 on the terms
and conditions contained in that certain Credit Agreement dated as of October 26, 2011 (as amended and in effect immediately prior
to the date hereof, the “Existing Revolving Credit Agreement”) by and among the Borrower, such Lenders, certain other
financial institutions, and Bank of America, N.A., as Administrative Agent, and the other parties thereto;


 


Certain of the Lenders
and other financial institutions have made available to the Borrower a term loan facility in the amount of $35,000,000 on the terms
and conditions contained in that certain Term Loan Agreement dated as of September 30, 2013 (as amended and in effect immediately
prior to the date hereof, the “Existing Term Loan Agreement”) by and among the Borrower, such Lenders, certain other
financial institutions, and PNC Bank, National Association, as Administrative Agent, and the other parties thereto; and


 


The Borrower has requested
that the Lenders amend and restate the Existing Term Loan Agreement (a) to replace the Existing Revolving Credit Agreement
and (b) to make available to the Borrower credit facilities in an aggregate initial amount of $250,000,000, which will include
the existing $35,000,000 term loan facility, a new $65,000,000 7-year term loan facility and a $150,000,000 revolving credit facility,
all on the terms and conditions set forth herein.


 


In consideration of
the mutual covenants and agreements herein contained, the parties hereto covenant, and agree that the Existing Term Loan Agreement
is amended and restated in its entirety, as follows:


 


ARTICLE I. DEFINITIONS
AND ACCOUNTING TERMS


 


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


 


“Adjusted
EBITDA” means EBITDA for the Consolidated Group for the most recently ended period of four fiscal quarters minus
the aggregate Annual Capital Expenditure Adjustment.


 


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


 




    	 



    	 



    

 


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


 


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


 


“Affected
Eurodollar Rate Loan” has the meaning specified in Section 3.02.


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.


 


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


 


“Annual Capital
Expenditure Adjustment” means for all Properties, an amount equal to (i) $0.10 multiplied by (ii)
the aggregate net rentable area (determined on a square feet basis) of all Properties multiplied by (iii) the number
of days in such period divided by (iv) 365.


 


“Anti-Terrorism
Laws” means any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering
or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented
or replaced from time to time.


 


“Applicable
Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of
(a) the aggregate Revolving Commitments and the aggregate outstanding principal amount of the Term Loans represented by (b) such
Lender’s Revolving Commitment and the outstanding principal amount of such Lender’s Term Loans at such time, subject
to adjustment as provided in Section 2.18. If the Revolving Commitments and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 9.02 or if the Revolving Commitments have expired, then the Applicable
Percentage of each Lender shall be the percentage (carried out to the ninth decimal place) of the aggregate outstanding principal
amount of all Committed Loans represented by the aggregate outstanding principal amount of such Lender’s Committed Loans.


 


“Applicable
Rate” means, with respect to a given Class of Loans, the following percentages per annum, based upon the Leverage Ratio
as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(a):


 


For Revolving Loans:


 


	 	 	 	 	Applicable Rate	 	 	 	 
	 	 	 	 	for Revolving	 	 	 	 
	 	 	 	 	Eurodollar Rate	 	 	Applicable Rate	 
	 	 	 	 	Loans/Letter of	 	 	for Revolving	 
	Pricing Level	 	Leverage Ratio	 	Credit Fees	 	 	Base Rate Loans	 
	1	 	< 40%	 	 	1.35	%	 	 	0.35	%
	2	 	≥ 40% but < 45%	 	 	1.45	%	 	 	0.45	%
	3	 	≥ 45% but < 50%	 	 	1.55	%	 	 	0.55	%
	4	 	≥ 50% but < 55%	 	 	1.70	%	 	 	0.70	%
	5	 	≥ 55%	 	 	2.00	%	 	 	1.00	%



 




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For New Term Loans:


 


	 	 	 	 	Applicable Rate	 	 	 	 
	 	 	 	 	for New Term	 	 	Applicable Rate	 
	 	 	 	 	Eurodollar Rate	 	 	for New Term	 
	Pricing Level	 	Leverage Ratio	 	Loans	 	 	Base Rate Loans	 
	1	 	< 40%	 	 	1.65	%	 	 	0.65	%
	2	 	≥ 40% but < 45%	 	 	1.75	%	 	 	0.75	%
	3	 	≥ 45% but < 50%	 	 	1.90	%	 	 	0.90	%
	4	 	≥ 50% but < 55%	 	 	2.05	%	 	 	1.05	%
	5	 	≥ 55%	 	 	2.25	%	 	 	1.25	%



 


 For Existing
Term Loans:


 


	 	 	 	 	Applicable Rate	 	 	Applicable Rate	 
	 	 	 	 	for Existing	 	 	for Existing	 
	 	 	 	 	Term Eurodollar	 	 	Term Base Rate	 
	Pricing Level	 	Leverage Ratio	 	Rate Loans	 	 	Loans	 
	1	 	< 40%	 	 	1.65	%	 	 	0.65	%
	2	 	≥ 40% but < 50%	 	 	1.85	%	 	 	0.85	%
	5	 	≥ 50%	 	 	2.25	%	 	 	1.25	%



  


Any increase or decrease
in the Applicable Rates resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered pursuant to Section 7.02(a); provided, however, that
if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 5 in the case of
Revolving Loans and New Term Loans, and Pricing Level 3 in the case of Existing Term Loans, shall apply as of the fifth Business
Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the
date on which such Compliance Certificate is delivered. The Applicable Rate in effect as of the Closing Date shall be determined
based upon Pricing Level 1 in the case of all Classes of Loans.


 




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“Applicable
Revolving Percentage” means with respect to any Revolving Lender at any time, the percentage (carried out to the ninth
decimal place) of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time, subject
to adjustment as provided in Section 2.18. If the Revolving Commitments and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 9.02 or if the Revolving Commitments have expired, then the Applicable
Revolving Percentage of each Revolving Lender shall be determined based on the Applicable Revolving Percentage of such Lender most
recently in effect, giving effect to any subsequent assignments.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers or manages a Lender.


 


“Arrangers”
mean PNC Capital Markets LLC and Citigroup Global Markets Inc., in their capacity as joint lead arrangers and joint book managers
for the Revolving Credit Facility, PNC Capital Markets LLC and SunTrust Robinson Humphrey, Inc., in their capacity as joint lead
arrangers and joint book managers for the New Term Loan Facility, and PNC Capital Markets LLC, in its capacity as sole lead arranger
and sole book manager for the Existing Term Loan Facility.


 


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


 


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit E or any other form approved by the Administrative Agent.


 


“Attributable
Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended
December 31, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for
such fiscal year of the Parent and its Subsidiaries, including the notes thereto.


 


“Availability
Period” means the period from and including the Closing Date to the earliest of (a) the Revolving Maturity Date, (b)
the date of termination of the Revolving Commitments pursuant to Section 2.07, and (c) the date of termination of the commitment
of each Revolving Lender to make Revolving Loans pursuant to Section 9.02 and of the obligation of the L/C Issuer to make
L/C Credit Extensions pursuant to Section 9.02.


 


“Bankruptcy
Code” means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, as codified at 11 U.S.C. § 101
et seq., and the rules and regulations promulgated thereunder, or any successor provision thereto.


 


“Base Rate”
means, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the interest rate per annum in effect
for such day announced from time to time by PNC at the Administrative Agent’s Office as its then prime rate, which rate may
not be the lowest rate then being charged commercial borrowers by the Administrative Agent, (b) the Federal Funds Open Rate plus
0.5%, and (c) the Daily Eurodollar Rate plus 1%, so long as the Daily Eurodollar Rate is offered, ascertainable and not
unlawful.


 




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


 


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


 


“Borrower
Materials” has the meaning specified in Section 7.02.


 


“Borrowing”
means a Revolving Borrowing, a Term Loan Borrowing or a Swing Line Borrowing, as the context may require.


 


“Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial lenders are authorized or required
to be closed for business in Pittsburgh, Pennsylvania and if such day relates to any Eurodollar Rate Loan, means any such day that
is also a day on which dealings are carried on in the London interbank market.


 


“Capitalization
Rate” means (i) 7.25% for any single or multiple tenant buildings leased to tenants all of which have Investment Grade
Ratings, but only to the extent that all such tenants maintain Investment Grade Ratings; and (ii) 8.50% for all other properties.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer
or Swing Line Lender (as applicable) and the Revolving Lenders, as collateral for L/C Obligations, Obligations in respect of Swing
Line Loans, or obligations of Revolving Lenders to fund participations in respect of either thereof (as the context may require),
cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its
sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative
Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative
to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) 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 a United
States Governmental Authority, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
regardless of the date enacted, adopted or issued.


 


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


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time (such right, an “option right”)), directly or indirectly, of 30% or more of
the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the
Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire
pursuant to any option right); or


 




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


 


(c)          the
Parent fails at any time to own, directly or indirectly, at least 75% of the Equity Interests of the Borrower, free and clear of
all Liens; or


 


(d)          the
Borrower fails at any time to own, directly or indirectly, 99% of the Equity Interests of each other Loan Party, free and clear
of all Liens.


 


“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Existing Term Loans or New Term Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment
or a New Term Loan Commitment and (c) a Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular
Class of Loans or Commitments.


 


“Closing Date”
means the first date on which all the conditions precedent in Section 5.01 are satisfied or waived in accordance with Section
11.01.


 


“Code”
means the Internal Revenue Code of 1986.


 


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


 


“Committed
Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.


 


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


 


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


 




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“Comparable
Credit Facility” means any agreement that evidences Unsecured Indebtedness which contains (a) restrictions on Contractual
Obligations of the types set forth in Section 8.08, (b) restrictions on activities of Subsidiaries of the types referred
to in clause (b) of the definition of Eligible Property and (c) a negative pledge and restrictions of the type referred
to in clause (d) of the definition of Eligible Property, in each case, that are not more restrictive than the corresponding
provisions of this Agreement.


 


“Compliance
Certificate” means a certificate signed by the chief executive officer, chief financial officer, treasurer or controller
of the Parent substantially in the form of Exhibit D.


 


“Consolidated
Group” means the Loan Parties and their consolidated Subsidiaries, as determined in accordance with GAAP.


 


“Construction
in Progress” means each Property that is either (a) new ground up construction which has commenced or is intended to
be under construction within twelve (12) months or (b) under renovation in which (i) greater than thirty percent (30%) of the square
footage of such Property is unavailable for occupancy due to renovation and (ii) no rents are being paid on such square footage.
A Property will cease to be classified as “Construction in Progress” on the earlier to occur of (A) with respect
to a multi-tenant Property, the time that such Property has an occupancy rate of greater than seventy-five percent (75%) from tenants
occupying such Property and paying rent, or (B) one hundred eighty (180) days after completion of construction or renovation
of such Property or (C) with respect to a single-tenant Property, rent commences from the tenant occupying such Property,
as applicable.


 


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


 


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


 


“Covered Entity”
means (a) the Borrower, each of the Borrower’s Subsidiaries and each Guarantor and (b) each Person that, directly or indirectly,
is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person means the
direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding Equity Interests having ordinary
voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y)
power to direct or cause the direction of the management and policies of such Person, whether through the ability to exercise voting
power, by contract or otherwise.


 


“Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.


 


“Credit Rating”
means the rating assigned by a Rating Agency to the senior unsecured long term Indebtedness of a Person.


 


“Daily Eurodollar
Rate” means, for any day, the rate per annum determined by the Administrative Agent by dividing (a) the Published
Rate by (b) a number equal to 1.00 minus the Eurodollar Reserve Percentage. The Daily Eurodollar Rate shall be adjusted with
respect to any Base Rate Loan on and as of the effective date of any change in the Eurodollar Reserve Percentage. The Administrative
Agent shall give prompt notice to the Borrower of the Daily Eurodollar Rate as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error.


 




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“Daily Usage”
means, as of any date, the quotient (expressed as a percentage) of (a) the Outstanding Amount of all Revolving Loans and all L/C
Obligations on such date, divided by (b) the Revolving Commitments on such date.


 


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


 


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


 


“Default Rate”
means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans that are Revolving Loans plus (iii) 3.0% per annum; provided,
however, that with respect to the principal of a Class of Loans, the Default Rate shall be an interest rate equal to the
interest rate (including any Applicable Rate) otherwise applicable to such Class of Loans plus 3.0% per annum, and (b) when
used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 3.0% per annum.


 


“Defaulting
Lender” means, subject to Section
2.18(b), any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans
or participations in respect of Letters of Credit or Swing Line Loans, within three Business Days of the date required to be funded
by it hereunder, (b)
has notified the Borrower, or the Administrative Agent that it does not intend to comply with its funding obligations or has made
a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits
to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in writing to
the Administrative Agent that it will comply with its funding obligations, (d) has assigned all or any portion of its Commitments
or Term Loans, as applicable, in breach of Section
11.06, or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor
Relief Law, (ii) had a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation
or any other state or federal regulatory authority acting in such a capacity,
or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or
appointment; provided that a Lender
shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any
direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result
in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments
or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm
any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error,
and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(b))
upon delivery of written notice of such determination to the Borrower and each Lender.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith.


 


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


 




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“EBITDA”
means for the Consolidated Group, without duplication, the sum of (a) Net Income of the Consolidated Group, in each case, excluding
(i) any non recurring or extraordinary gains and losses for such period, (ii) any income or gain and any loss in each case resulting
from early extinguishment of indebtedness and (iii) any net income or gain or any loss resulting from a swap or other derivative
contract (including by virtue of a termination thereof), plus (b) an amount which, in the determination of net income for
such period pursuant to clause (a) above, has been deducted for or in connection with (i) Interest Expense (plus,
amortization of deferred financing costs, to the extent included in the determination of Interest Expense per GAAP), (ii) income
taxes, and (iii) depreciation and amortization, all determined in accordance with GAAP for the prior four quarters and (iv) adjustments
as a result of the straight lining of rents, all as determined in accordance with GAAP, plus (c) the Consolidated Group’s
pro rata share of the above attributable to interests in Unconsolidated Affiliates.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and 11.06(b)(v)
(subject to such consents, if any, as may be required under Section 11.06(b)(iii)).


 


“Eligible
Ground Lease” means a ground lease containing terms and conditions customarily required by mortgagees making a loan secured
by the interest of the holder of the leasehold estate demised pursuant to a ground lease, including the following: (a) a remaining
term (exclusive of any unexercised extension options) of 40 years or more from the date of the Facility documentation; (b) the
right of the lessee to mortgage and encumber its interest in the leased property, and to amend the terms of any such mortgage or
encumbrance, in each case, without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage
Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease
will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so;
(d) acceptable transferability of the lessee’s interest under such lease, including ability to sublease; (e) acceptable
limitations on the use of the leased property; and (f) clearly determinable rental payment terms which in no event contain profit
participation rights.


 


“Eligible
Property” means a Property that meets and continues to satisfy each of the following criteria:


 


(a)          such
Property must be a retail property and owned in fee simple, or leased under an Eligible Ground Lease, entirely by the Borrower
or a Subsidiary Guarantor;


 


(b)          the
Loan Party that owns or leases such Property must be wholly-owned, directly or indirectly, by the Borrower (or be a Subsidiary
of the Borrower that is controlled exclusively by the Borrower and/or one or more wholly-owned Subsidiaries of the Borrower, including
control over operating activities of such Subsidiary and the ability of such Subsidiary to dispose of, pledge or otherwise encumber
assets, incur, repay and prepay debt, provide guarantees and pay dividends and distributions in each case without any requirement
for the consent of any other party or entity other than the Lenders as required hereunder; provided that restrictions on
the foregoing activities may also be provided in a Comparable Credit Facility);


 


(c)          the
Loan Party that owns or leases such Property and such Property itself must be located in the United States;


 




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(d)          neither
such Property, nor if such Property is owned by a Subsidiary of the Borrower, any of the Parent’s or the Borrower’s
direct or indirect ownership in such Subsidiary, may be subject to any Liens (other than Permitted Liens (excluding Liens of the
type described in clause (f) of the definition of “Permitted Liens”)), negative pledges and/or encumbrances or
any restrictions on the ability of the relevant Loan Party to transfer or encumber such Property or income therefrom, or ownership
interests in such Subsidiary, or proceeds of such property or ownership interests (other than the negative pledge and restrictions
hereunder and a negative pledge and restrictions set forth in the loan documents with respect to any other Comparable Credit Facility);


 


(e)          such
Property may not be subject to title, survey, environmental or other defects, except for title, survey, environmental or other
defects that do not materially detract from the value of such Property or materially interfere with the ordinary conduct of the
business of the applicable Person;


 


(f)          the
Loan Party that owns or leases such Property may not incur or otherwise be liable for any Indebtedness other than the Obligations,
trade payables and other Indebtedness permitted to be incurred by Loan Parties hereunder; and


 


(g)          the
Loan Party that owns or leases such Property must satisfy the requirements of Section 7.14(a).


 


If a Property which the
Borrower wants to have included as an Eligible Property does not satisfy the requirements of an Eligible Property, then the Borrower
shall so notify the Administrative Agent in writing and shall provide to the Administrative Agent a description of all the above-listed
criteria that such Property does not meet, historical operating statements and such other Property level diligence materials as
the Administrative Agent may reasonably request. The Administrative Agent shall promptly make available to each Lender the items
delivered by the Borrower pursuant to the preceding sentence and request that the Lenders determine whether such Property shall
be included as an Eligible Property. No later than 10 Business Days after the date on which a Lender has been provided with such
request and all of such items, such Lender shall notify the Administrative Agent in writing whether or not such Lender approves
that such Property be included as an Eligible Property (which approval shall not be unreasonably withheld, conditioned or delayed).
If a Lender fails to give such notice within such time period, such Lender shall be deemed to have not approved of the inclusion
of such Property as an Eligible Property. If the Required Lenders have approved such Property being included as an Eligible Property,
then such Property shall become an Eligible Property.


 


“Engagement
Letters” means (a) the letter dated August 14, 2013, among the Borrower, the Administrative Agent and PNC Capital
Markets LLC and (b) the letter dated June 24, 2014, among the Borrower, the Administrative Agent and PNC Capital Markets LLC.


 


“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to hazardous
substances or wastes, air emissions and discharges to waste or public systems.


 


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


 




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


 


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


 


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


 


“ERISA Event”
means (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event as
to which the PBGC has waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043 the requirement of Section
4043(a) of ERISA that it be notified of such event); (b) any failure to make a required contribution to any Plan that would result
in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068
of ERISA, or the arising of such a lien or encumbrance, there being or arising any “unpaid minimum required contribution”
(as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title 1 of ERISA), whether or not waived,
or any filing of any request for or receipt of a minimum funding waiver under Section 412 of the Code or Section 303 of ERISA with
respect to any Plan, or that such filing may be made, or any determination that any Plan is, or is reasonably expected to be, in
at-risk status under Title IV of ERISA; (c) any incurrence by the Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates of any liability under Title IV of ERISA with respect to any Plan or Multiemployer Plan (other than for premiums
due and not delinquent under Section 4007 of ERISA); (d) any institution of proceedings, or the occurrence of an event or condition
which would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC, under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (e) any incurrence by the Borrower,
any of its Subsidiaries or any of their respective ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan, or the receipt by the Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA; (f) any
receipt by the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of any notice, or any receipt by any
Multiemployer Plan from the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of any notice, concerning
the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; (g) engaging in a non-exempt prohibited transaction within the meaning of Section 4975
of the Code or Section 406 of ERISA; or (h) any filing of a notice of intent to terminate any Plan if such termination would require
material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA,
any filing under Section 4041(c) of ERISA of a notice of intent to terminate any Plan, or the termination of any Plan under Section
4041(c) of ERISA.


 




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“Eurodollar
Rate” means, with respect to a Eurodollar Rate Loans for an Interest Period, the interest rate per annum determined by
the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum):
(i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at
which US dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which is quoted by another
source selected by the Administrative Agent as an authorized information vendor for the purpose of displaying rates at which US
dollar deposits are offered by leading banks in the London interbank deposit market (for purposes of this definition, an “Alternate
Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period
as the London interbank offered rate for U.S. Dollars for an amount comparable to such Eurodollar Rate Loan and having a borrowing
date and a maturity comparable to such Interest Period (or if there shall at any time, for any reason, no longer exist a Bloomberg
Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent
at such time (which determination shall be conclusive absent manifest error)); by (ii) a number equal to 1.00 minus the Eurodollar
Reserve Percentage. The Eurodollar Rate shall be adjusted with respect to any Eurodollar Rate Loan that is outstanding on the effective
date of any change in the Eurodollar Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice
to the Borrower of the Eurodollar Rate as determined or adjusted in accordance herewith, which determination shall be conclusive
absent manifest error.


 


“Eurodollar
Rate Loan” means a Committed Loan that bears interest at a rate based on the Eurodollar Rate.


 


“Eurodollar
Reserve Percentage” means, as of any day the percentage in effect on such day as prescribed by the FRB (or any successor)
for determining the maximum reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect
to eurocurrency funding (currently referred to as “Eurodollar Liabilities”).


 


“Event of
Default” has the meaning specified in Section 9.01.


 


“Excluded
Subsidiary” means (a) any Subsidiary of the Borrower (i) holding title to assets that are or are to become
collateral for any Secured Indebtedness of such Subsidiary and (ii) that is prohibited from Guaranteeing the Indebtedness
of the Borrower, in each case, pursuant to (x) any document, instrument, or agreement evidencing or that will evidence such
Secured Indebtedness or (y) any provision of such Subsidiary’s organizational documents which provision was included
in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness or (b) any
Subsidiary that is not a wholly-owned Subsidiary.


 


“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment
to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income
(however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar
tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax that is required by the
Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii),
(d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 11.13),
any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant
to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable
to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B)
of Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such
withholding tax pursuant to Section 3.01(a)(ii) or 3.01(c) and (e) any U.S. federal withholding taxes imposed by
FATCA.


 




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“Existing
Revolving Credit Agreement” has the meaning specified in the second introductory paragraph hereof.


 


“Existing
Term Lender” means a Lender holding any Existing Term Loans.


 


“Existing
Term Loan” has the meaning specified in Section 2.01(c).


 


“Existing
Term Loan Agreement” has the meaning specified in the third introductory paragraph hereof.


 


“Existing
Term Loan Borrowing” means a borrowing consisting of simultaneous Existing Term Loans of the same Type and, in the case
of Eurodollar Rate Loans, having the same Interest Period.


 


“Existing
Term Loan Facility” shall mean the extensions of credit made hereunder by Lenders holding Existing Term Loans.


 


“Existing
Term Loan Maturity Date” means September 29, 2020; provided, however, that if such date is not a Business
Day, the Existing Term Loan Maturity Date shall be the immediately preceding Business Day.


 


“Existing
Term Note” means a promissory note made by the Borrower in favor of an Existing Term Lender evidencing the Existing Term
Loan made by such Lender, substantially in the form of Exhibit C-3.


 


“Extension Option”
has the meaning specified in Section 2.15.


 


“Facility”
means, individually, each of the Term Loan Facilities and the Revolving Credit Facility and the Term Loan Facilities and the Revolving
Credit Facility are collectively referred to herein as the “Facilities”.


 


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


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds
Open Rate” means, for any day, the rate per
annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North
America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption “OPEN”
(or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source
used for the purpose of displaying such rate as selected by the Administrative Agent (for purposes of this definition, an “Alternate
Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on
any Alternate Source, or if there shall at any time, for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute
screen) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination
shall be conclusive absent manifest error)); provided, however, that if such day is not a Business Day, the Federal
Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. The rate of interest
charged shall be adjusted as of each Business Day based on changes in the Federal Funds Open Rate without notice to the Borrower.


 




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


 


“Fixed Charges”
means for the Consolidated Group, without duplication, the sum of (a) Interest Expense, plus (b) scheduled principal
payments, exclusive of balloon payments, plus (c) dividends and distributions on preferred stock, if any, plus (d)
the Consolidated Group’s pro rata share of the above attributable to interests in Unconsolidated Affiliates, all for the
most recently ended period of four fiscal quarters.


 


“Foreign Lender”
means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes
(including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this definition, the United States, each
State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.


 


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


 


“Fronting
Exposure” means, at any time there is a Revolving Lender that is a Defaulting Lender, (a) with respect to the L/C Issuer,
such Defaulting Lender’s Applicable Revolving Percentage of the outstanding L/C Obligations other than L/C Obligations as
to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized
in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Revolving
Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation
has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.


 


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


 


“Funds From
Operations” means, with respect to the immediately prior twelve month period, the Consolidated Group’s net income
(or loss), plus depreciation, amortization and impairment charges on depreciable real estate assets and after adjustments for unconsolidated
partnerships and joint ventures as hereafter provided. Notwithstanding contrary treatment under GAAP, for purposes hereof, (a)
“Funds From Operations” shall include, and be adjusted to take into account, the Borrower’s interests in unconsolidated
partnerships and joint ventures, on the same basis as consolidated partnerships and subsidiaries, as provided in the “white
paper” issued in April 2002 by the National Association of Real Estate Investment Trusts, and (b) net income (or loss) shall
not include gains (or, if applicable, losses) resulting from or in connection with (i) restructuring of indebtedness, (ii) sales
of property, (iii) sales or redemptions of preferred stock, (iv) non-cash charges, or (v) non-recurring charges.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in
the United States, that are applicable to the circumstances as of the date of determination, consistently applied.


 




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


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss
in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee
is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. The term “Guarantee”
shall not include limited guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary
bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse liability.


 


“Guarantors”
means, collectively, Parent and each Subsidiary Guarantor, and “Guarantor” means any one of the Guarantors.
The initial Guarantors are listed on Schedule 1.01(B).


 


“Guaranty”
means the Guaranty executed by each by the Parent and each Subsidiary Guarantor in favor of Administrative Agent, for the benefit
of the Lenders, in form and substance acceptable to Administrative Agent.


 


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


 


“Immaterial
Subsidiary” means a Subsidiary the fair market value of whose assets is less than $10,000.


 


“Indebtedness”
means, for the Consolidated Group, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:


 




    	15



    	 



    

 


(a)          all
obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;


 


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


 


(c)          net
obligations under any Swap Contract;


 


(d)          all
obligations to pay the deferred purchase price of property or services;


 


(e)          capital
leases, Synthetic Lease Obligations and Synthetic Debt;


 


(f)          all
obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest, valued, in the
case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference, plus accrued and
unpaid dividends;


 


(g)          indebtedness
(excluding prepaid interest thereon) secured by a Lien on property (including indebtedness arising under conditional sales or other
title retention agreements) whether or not such indebtedness has been assumed by the grantor of the Lien or is limited in recourse;
and


 


(h)          all
Guarantees in respect of any of the foregoing (except for Guarantees of customary exceptions for fraud, misapplication of funds,
environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar exceptions to non-recourse
liability).


 


For all purposes hereof,
Indebtedness shall include the Consolidated Group’s pro rata share of the foregoing items and components attributable to
Indebtedness of Unconsolidated Affiliates. The amount of any net obligation under any Swap Contract on any date shall be deemed
to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any
date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


“Indemnitee”
has the meaning specified in Section 11.04(b).


 


“Information”
has the meaning specified in Section 11.07.


 


“Initial Revolving
Maturity Date” has the meaning specified in Section 2.15.


 


“Interest
Expense” means, without duplication, total interest expense of the Consolidated Group determined in accordance with GAAP
(including for the avoidance of doubt capitalized interest and interest expense attributable to the Consolidated Group’s
ownership interests in Unconsolidated Affiliates), all for the most recently ended period of four fiscal quarters.


 


“Interest
Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable
to such Loan and the Maturity Date for such Class of Loans; provided, however, that if any Interest Period for a
Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest
Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business
Day of each March, June, September and December and the Maturity Date for such Class of Loans.


 




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“Interest
Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed,
converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (or such other
period as the Administrative Agent in its sole discretion may allow the Borrower to select; provided, that such period
is available from all of the Lenders), as selected by the Borrower in the applicable Committed Loan Notice; provided, that:


 


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


 


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


 


(iii)        no
Interest Period for Loans of a given Class shall extend beyond the Maturity Date for such Class.


 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee
or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of
assets of another Person that constitute a business unit; provided that the term “Investment” shall not include
(i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, and (ii) Guarantees
of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary
bankruptcy and other similar exceptions to non-recourse liability.


 


“Investment
Grade Rating” means a Credit Rating of BBB-/Baa3/BBB- (or the equivalent) or higher from a Rating Agency.


 


“IRS”
means the United States Internal Revenue Service.


 


“ISP”
means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of
Credit.


 


“Laws”
means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, issued guidance,
release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of
or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Authority, foreign or domestic.


 


“L/C Advance”
means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance
with its Applicable Revolving Percentage.


 




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“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Revolving Borrowing.


 


“L/C Credit
Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof,
or the increase of the amount thereof.


 


“L/C Issuer”
means PNC in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus
the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lender”
has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.


 


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


 


“Letter of
Credit” means any standby letter of credit issued hereunder.


 


“Letter of
Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form
from time to time in use by the L/C Issuer.


 


“Letter of
Credit Expiration Date” means the day that is 30 days prior to the Revolving Maturity Date then in effect; provided
that if a Letter of Credit is Cash Collateralized in accordance with Section 2.17 at least 30 days prior to the Revolving
Maturity Date, the Letter of Credit Expiration Date may be up to one (1) year after the Revolving Maturity Date.


 


“Letter of
Credit Fee” has the meaning specified in Section 2.04(h).


 


“Letter of
Credit Sublimit” means an amount equal to Ten Million Dollars ($10,000,000). The Letter of Credit Sublimit is part of,
and not in addition to, the Revolving Commitments.


 


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


 


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


 


“Loan”
means a Revolving Loan, a Term Loan and/or a Swing Line Loan, as the context shall require.


 




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“Loan Documents”
means this Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant
to the provisions of Section 2.17 of this Agreement, the Engagement Letters, and the Guaranty.


 


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


 


“Master Agreement”
has the meaning specified in the definition of “Swap Contract”.


 


“Material
Adverse Effect” means (A) a material adverse change in, or a material adverse effect on, the operations, business, assets,
properties, liabilities (actual or contingent), or condition (financial or otherwise) of the Parent or the Borrower and its Subsidiaries,
taken as a whole; (B) a material adverse effect on the rights and remedies of the Administrative Agent or any Lender under any
Loan Documents, or of the ability of the Borrower and the Loan Parties taken as a whole to perform their obligations under any
Loan Documents; or (C) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Documents to which it is a party.


 


“Material
Subsidiary” means one or more Subsidiaries, individually or in the aggregate, having assets equal to or greater than
$30,000,000 in value.


 


“Maturity
Date” means (a) with respect to Revolving Loans, the Revolving Maturity Date, (b) with respect to the Existing
Term Loans, the Existing Term Loan Maturity Date and (c) with respect to the New Term Loans, the New Term Loan Maturity Date.


 


“Metropolitan
Statistical Area” means a Metropolitan Statistical Area as listed in Budget Bulletin No. 09-01 issued by the Executive
Office of the President of the United States of America, Office of Management and Budget.


 


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


 


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


 


“Net Income”
means the net income (or loss) of the Consolidated Group for the subject period; provided, however that Net Income shall
exclude (a) extraordinary gains and extraordinary losses for such period, (b) the net income of any subsidiary of the Parent during
such period to the extent that the declaration or payment of dividends or similar distributions by such subsidiary of such income
is not permitted by operation of the terms of its organization documents or any agreement, instrument or law applicable to such
subsidiary during such period, except that the Parent’s equity in any net loss of any such subsidiary for such period shall
be included in determining Net Income, (c) any income (or loss) for such period of any Person if such Person is not a subsidiary
of the Parent, except that the Parent’s equity in the net income of any such Person for such period shall be included in
Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Parent or a subsidiary
thereof as a dividend or other distribution (and in the case of a dividend or other distribution to a subsidiary of the Parent,
such subsidiary is not precluded from further distributing such amount to the Parent as described in clause (b) of this
proviso), and (d) rental or other income from (i) any lease in respect of real property to tenants in any proceedings under
any Debtor Relief Laws during the subject period that was not paid on the date rent was due to be paid by such tenant taking into
account any applicable grace or cure period provided for by the terms of such lease, (ii) any lease in respect of real property
to tenants in any proceedings under any Debtor Relief Laws that did not physically occupy such real property during the entirety
of such period, and (iii) any leases in respect of real property to tenants, which leases have been rejected in any proceeding
under Debtor Relief Laws during the subject period. To the extent that more than ten (10%) of Net Income would be attributable
to any rental or other income received from tenants in any proceedings under any Debtor Relief Laws, the Net Income of which is
not already excluded in determining the Net Income under the immediately clause (d), such excess shall be excluded from the
Net Income.


 




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“Net Operating
Income” means for any real property and for any period, an amount equal to the following (without duplication): (a) the
aggregate gross revenues from the operations of such real property during such period (exclusive of any rental or other income
from (i) any lease in respect of such real property to tenants in any proceedings under any Debtor Relief Laws during the
subject period that was not paid on the date rent was due to be paid by such tenant taking into account any applicable grace or
cure period provided for by the terms of such lease, (ii) any lease in respect of such real property to tenants in any proceedings
under any Debtor Relief Laws that did not physically occupy such real property during the entirety of such period, and (iii) any
leases in respect of such real property to tenants, which leases have been rejected in any proceeding under Debtor Relief Laws
during the subject period), plus (b) the aggregate gross revenues from any ground leases, minus (c) the sum of (i)
all expenses and other proper charges incurred in connection with the operation of such real property during such period (including
accruals for real estate taxes and insurance and an amount equal to the greater of (x) 3% of rents and (y) actual management fees
paid in cash, but excluding capital expenditures, debt service charges, income taxes, depreciation, amortization and other non-cash
expenses), which expenses and accruals shall be calculated in accordance with GAAP minus (d) the Annual Capital Expenditure
Adjustment.


 


“New Term
Lender” means a Lender having a New Term Loan Commitment, or if the New Term Loan Commitments have terminated, holding
any New Term Loans.


 


“New Term
Loan” has the meaning specified in Section 2.01(b).


 


“New Term
Loan Borrowing” means a borrowing consisting of simultaneous New Term Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by each of the New Lenders pursuant to Section 2.01(b).


 


“New Term
Loan Commitment” means, as to each New Term Lender, its obligation to make a New Term Loan to the Borrower pursuant to
Section 2.01(b), in the principal amount set forth opposite such Lender’s name on Schedule 1.01(A) as
its “New Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As used herein, “New
Term Loan Commitments” shall refer to the aggregate New Term Loan Commitments of the New Lenders.


 


“New Term
Loan Facility” shall mean the extensions of credit made hereunder by Lenders holding a New Term Loan Commitment.


 


“New Term
Loan Maturity Date” means July 21, 2021; provided, however, that if such date is not a Business Day,
the New Term Loan Maturity Date shall be the immediately preceding Business Day.


 


“New Term
Note” means a promissory note made by the Borrower in favor of a New Term Lender evidencing the New Term Loan made by
such Lender, substantially in the form of Exhibit C-4.


 


“Non-Recourse
Indebtedness” means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for payment
(except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar customary exceptions
to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.


 




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“Non-U.S.
Plan” shall mean any plan, fund (including any superannuation fund) or other similar program established, contributed
to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States
by the Borrower or one or more of its Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries
residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral
of income in contemplation of retirement, or payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code.


 


“Note”
means a Revolving Note, a Term Note or a Swing Line Note.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document
or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. For
the avoidance of doubt, “Obligations” shall not include any obligations or liabilities under any Swap Contract.


 


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


 


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


 


“Outstanding
Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as
the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.


 


“Overnight
Rate” means, for any day, the greater of (i) the Federal Funds Open Rate and (ii) an overnight rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation.


 


“Parent”
means Agree Realty Corporation, a Maryland corporation.


 




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“Participant”
has the meaning specified in Section 11.06(d).


 


“Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Permitted
Distributions” means (a) for Parent for any fiscal year of Parent, Restricted Payments in an amount not to exceed in
the aggregate the greater of (i) 95% of Funds From Operations, calculated on a trailing twelve month basis, and (ii) the amount
of Restricted Payments required to be paid by the Parent in order for it to (x) maintain its REIT status for federal or state income
tax purposes and (y) avoid the payment of federal or state income or excise tax; provided, however that (1) during
an Event of Default under Section 9.01(a), Restricted Payments by the Parent shall only be permitted up to the minimum amount
needed to maintain the REIT status as a REIT for federal and state income tax purposes, and (2) notwithstanding the preceding clause
(1), no Restricted Payments will be permitted following acceleration of amounts owing hereunder or during the existence of
an Event of Default under Section 9.01(h).


 


“Permitted
Liens” means, with respect to any asset or property of a Person:


 


(a)          Liens
for taxes, assessments, charges and levies imposed by any Governmental Authority (excluding any Lien imposed under ERISA or pursuant
to any Environmental Laws), in each case, not yet due or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance
with GAAP;


 


(b)          carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;


 


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


 


(d)          deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(e)          easements,
rights-of-way, restrictions, leases, occupancy agreements and other similar encumbrances arising in the ordinary course of business
affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract
from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable
Person; and


 


(f)          Liens
securing judgments for the payment of money not constituting an Event of Default under Section 9.01(j).


 


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


 




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“Plan”
means any “employee benefit plan” as defined in Section 3 of ERISA (other than a Multiemployer Plan) maintained or
contributed to by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate has or may have an obligation
to contribute, and each such plan that is subject to Title IV of ERISA for the five-year period immediately following the latest
date on which the Borrower or any ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to
have liability with respect to) such plan.


 


“Platform”
has the meaning specified in Section 7.02.


 


“PNC”
means PNC Bank, National Association and its successors.


 


“Property”
means any Real Property which is owned, directly or indirectly, by a Loan Party.


 


“Property
Owners” means, collectively, each Subsidiary which owns an Unencumbered Pool Property, and “Property Owner”
means any one of the Property Owners.


 


“Public Lender”
has the meaning specified in Section 7.02.


 


“Published
Rate” means the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing
under the caption “London Interbank Offered Rates” for a one-month period (or, if no such rate is published therein
for any reason, then the “Published Rate” shall be the eurodollar rate for a one-month period as published for such
Business Day in another publication determined by the Administrative Agent.)


 


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


 


“Real Property”
of any Person means all of the right, title, and interest of such Person in and to land, improvements, and fixtures.


 


“Recourse
Indebtedness” means Indebtedness for borrowed money (other than any Credit Extension) in respect of which recourse for
payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, and other similar exceptions
to recourse liability) is to any Loan Party.


 


“Register”
has the meaning specified in Section 11.06(c).


 


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


 


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


 


“Reportable
Compliance Event” means that any Covered Entity, or in the case of a Shareholder Covered Entity, a Responsible Officer
of either the Borrower or the Parent obtains actual knowledge that such Shareholder Covered Entity, becomes a Sanctioned Person,
or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection
with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the
effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism
Law.


 




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“Request for
Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan
Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan,
a Swing Line Loan Notice.


 


“Required
Class Lenders” means, with respect to any Class of Lenders as of any date of determination, Lenders of such Class having
at least 66-2/3% of the aggregate amount of the Commitments of such Class, or in the case of Existing Term Lenders or if the Commitments
of such Class have been terminated pursuant to Section 9.02 or otherwise, Lenders of such Class holding in the aggregate
at least 66-2/3% of (a) in the case of Revolving Lenders, the aggregate Revolving Outstandings (with the aggregate amount
of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed
“held” by such Lender for purposes of this definition) and (b) in the case of Term Lenders of a Class, the aggregate
outstanding principal amount of the Term Loan of such Class; provided that the Revolving Commitment of, the Revolving Outstandings
held or deemed held by, and the Term Loans of, any Defaulting Lender shall be excluded for purposes of making a determination of
Required Class Lenders.


 


“Required
Lenders” means, as of any date of determination, Lenders having at least 66-2/3% of the aggregate amount of the Revolving
Commitments and the aggregate outstanding principal amount of the Term Loans or, if the Revolving Commitments have been terminated
pursuant to Section 9.02 or otherwise, Lenders holding in the aggregate at least 66-2/3% of the aggregate Revolving Outstandings
and the aggregate outstanding principal amount of the Term Loans (with the aggregate amount of each Revolving Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for
purposes of this definition); provided that the Revolving Commitment of, the Revolving Outstandings held or deemed held
by, and the Term Loans of, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


 


“Responsible
Officer” means the chief executive officer, chairman of the board, chief financial officer or president, and solely for
purposes of the delivery of incumbency certificates pursuant to Section 5.01, the secretary or any assistant secretary of
a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest of the Borrower, Parent or any Subsidiary, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the stockholders,
partners or members of Borrower, Parent or any Subsidiary (or the equivalent Person thereof).


 


“Revolving
Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant
to Section 2.01(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s
name on Schedule 1.01(A) as its “Revolving Commitment” or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.


 


“Revolving
Credit Facility” means the extensions of credit made hereunder by Lenders holding a Revolving Commitment.


 




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“Revolving
Lender” means a Lender having a Revolving Commitment, or if the Revolving Commitments have terminated, holding any Revolving
Loans.


 


“Revolving
Loan” has the meaning specified in Section 2.01(a).


 


“Revolving
Loan Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01(a).


 


“Revolving
Maturity Date” means the earliest of (a) July 21, 2018 (as such date may be extended pursuant to Section 2.15),
(b) the date on which the Revolving Commitments are terminated pursuant to Section 2.07 or 9.02 or otherwise and
(c) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise); provided, that, in each case, if such date is not a Business Day, the Revolving
Maturity Date shall be the immediately preceding Business Day.


 


“Revolving
Note” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans made by
such Lender, substantially in the form of Exhibit C-1.


 


“Revolving
Outstandings” means, as of any date of determination, the aggregate Outstanding Amount of all Revolving Loans, Swing
Line Loans and all L/C Obligations as of such date.


 


“Sanctioned
Country” means a country subject to a sanctions program maintained under any Anti-Terrorism Law.


 


“Sanctioned
Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated,
prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including
but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.


 


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


 


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


 


“Secured Indebtedness”
means for any Person, Indebtedness of such Person that is secured by a Lien.


 


“Secured Recourse
Indebtedness” means for any Person, Recourse Indebtedness of such Person that is secured by a Lien.


 


“Shareholder
Covered Entity” means any Person that is a Covered Person solely because such Person owns Equity Interests in the Parent.


 


“Solvent”
means, when used with respect to any Person, that (a) the fair value and the fair salable value of its assets (excluding any Indebtedness
due from any affiliate of such Person) are each in excess of the fair valuation of its total liabilities (including all contingent
liabilities); (b) such Person is able to pay its debts or other obligations in the ordinary course as they mature; and (c) such
Person has capital not unreasonably small to carry on its business and all business in which it proposes to be engaged.


 




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“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Subsidiary
Guarantor” means, as of any date, a Subsidiary of the Borrower that is a party to the Guaranty.


 


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


 


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


 


“Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.05.


 


“Swing Line
Lender” means PNC in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.


 


“Swing Line
Loan” has the meaning specified in Section 2.05(a).


 


“Swing Line
Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.05(b), which, if in writing, shall
be substantially in the form of Exhibit B.


 


“Swing Line
Note” means a promissory note made by the Borrower in favor of the Swing Line Lender evidencing the Swing Line Loans,
substantially in the form of Exhibit C-2.


 


“Swing Line
Sublimit” means an amount equal to Fifteen Million Dollars ($15,000,000). The Swing Line Sublimit is part of, and not
in addition to, the Revolving Commitments.


 




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


 


“Tangible
Net Worth” means for the Consolidated Group as of any date of determination, (a) total equity on a consolidated basis
determined in accordance with GAAP, minus (b) all intangible assets on a consolidated basis determined in accordance with
GAAP plus (c) all depreciation determined in accordance with GAAP.


 


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


 


“Term Lender”
means an Existing Term Lender or a New Term Lender.


 


“Term Loan”
has an Existing Term Loan or a New Term Loan.


 


“Term Loan
Borrowing” an Existing Term Loan Borrowing or a New Term Loan Borrowing


 


“Term Loan
Facility” means the Existing Term Loan Facility or the New Term Loan Facility.


 


“Term Note”
means an Existing Term Note or a New Term Note.


 


“Total Asset
Value” means at any time for the Consolidated Group, without duplication, the sum of the following: (a) an amount equal
to (1) Net Operating Income for the most recently ended period of four fiscal quarters from all real property assets owned by the
Consolidated Group for such entire period (excluding Net Operating Income attributable to real property assets disposed of during
such period), divided by (2) the Capitalization Rate, plus (b) the aggregate acquisition cost of all owned
real property assets owned by the Consolidated Group for less than four fiscal quarters, plus (c) the aggregate book value
of all unimproved land holdings, mortgage or mezzanine loans, notes receivable and/or construction in progress owned by the Consolidated
Group, plus (d) the Consolidated Group’s pro rata share of the foregoing items and components attributable to interests
in Unconsolidated Affiliates.


 


“Total Indebtedness”
means all Indebtedness of the Consolidated Group determined on a consolidated basis.


 


“Total Secured
Indebtedness” means all Secured Indebtedness of the Consolidated Group determined on a consolidated basis.


 


“Type”
when used in reference to a Loan or a Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Eurodollar Rate or the Base Rate.


 


“Unconsolidated
Affiliate” means an affiliate of the Parent whose financial statements are not required to be consolidated with the financial
statements of the Parent in accordance with GAAP.


 


“Unencumbered
Asset Value” means at any time for the Consolidated Group, without duplication, the sum of the Unencumbered Pool NOI
divided by the Capitalization Rate.


 




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“Unencumbered
Pool NOI” means, at any time with respect to an Unencumbered Pool Property, the Net Operating Income from such Property
for the fiscal quarter most recently ended multiplied by four. For the avoidance of doubt, the Net Operating
Income of a Property that has been owned or leased by a Person for less than one fiscal quarter will be included in calculating
Unencumbered Pool NOI as if such Property was owned by such Person for the then most recent fiscal quarter. For the avoidance of
doubt, the Net Operating Income of a Property that was sold by a Person within the fiscal quarter will be excluded in calculating
Unencumbered Pool NOI. For the purposes of calculating the aggregate Unencumbered Pool NOI of all Unencumbered Pool Properties:


 


(a)          no
single Property may account for greater than fifteen (15%) of the aggregate Unencumbered Pool NOI, with any excess over such limit
being deducted from the aggregate Unencumbered Pool NOI;


 


(b)          no
more than twenty-five (25%) of the aggregate Unencumbered Pool NOI may be in respect of Unencumbered Pool Properties that are located
in any one Metropolitan Statistical Area, with any excess over such limit being deducted from the aggregate Unencumbered Pool NOI;


 


(c)          no
more than seventy-five percent (75%) of the aggregate Unencumbered Pool NOI may be in respect of single tenant facilities that
have a tenant without an Investment Grade Rating, with any excess over such limit being excluded from the aggregate Unencumbered
Pool NOI;


 


(d)          no
more than ten (10%) of the aggregate Unencumbered Pool NOI may be from a single tenant without an Investment Grade Rating and no
more than twenty-five (25%) of the aggregate Unencumbered Pool NOI may be from a single tenant with an Investment Grade Rating,
with any excess over such limits being deducted from the aggregate Unencumbered Pool NOI;


 


(e)          to
the extent that more than ten (10%) of the aggregate Unencumbered Pool NOI would be attributable to any rental or other income
received from tenants in any proceedings under any Debtor Relief Laws, the Net Operating Income of which is not excluded in determining
the Net Operating Income for such Property, such excess shall be excluded from the aggregate Unencumbered Pool NOI; and


 


(f)          if
the aggregate occupancy rate (determined with respect to tenants in actual occupancy and paying rent) of all Properties included
as Unencumbered Pool Properties would be less than eighty-five percent (85%), Borrower shall exclude from the determination of
the Unencumbered Pool NOI one or more of such Unencumbered Pool Properties as may be necessary for such aggregate occupancy rate
to equal or exceed eighty-five percent (85%); and


 


(g)          to
the extent that more than fifteen (15%) of the aggregate Unencumbered Pool NOI would be attributable to Properties leased under
Eligible Ground Leases, such excess shall be excluded from the aggregate Unencumbered Pool NOI.


 


“Unencumbered
Pool Property” means an Eligible Property that pursuant to the terms of this Agreement is permitted to be included in
determinations of Unencumbered Pool NOI and Unencumbered Asset Value.


 


“Unencumbered
Pool Report” means a report in substantially the form of Exhibit F (or such other form approved by Administrative
Agent) certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower.


 




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“Unfunded
Pension Liability” of any Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under
the Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed
by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all Plan assets allocable to such liabilities
under Title IV of ERISA (excluding any accrued but unpaid contributions).


 


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


 


“Unreimbursed
Amount” has the meaning specified in Section 2.04(c)(i).


 


“Unsecured
Indebtedness” means all Indebtedness which is not secured by a lien on any property.


 


“Unsecured
Interest Expense” means, as of any given date, Interest Expense of any of the Parent and its Subsidiaries with respect
to Indebtedness that is not Secured Indebtedness.


 


“Unused Rate”
means the following percentages per annum based upon the Daily Usage as set forth below:


 


	Daily Usage	 	Unused Rate	 
	<50%	 	 	0.25	%
	≥50%	 	 	0.20	%



 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


1.02       Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:


 


(a)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document),
(ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words
“hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when
used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision
thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles
and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law
shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference
to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented
from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights.


 




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


 


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


 


1.03       Accounting
Terms.


 


(a)          Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing,
for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein,
Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof,
and the effects of FASB ASC 825 on financial liabilities shall be disregarded.


 


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


 


1.04       Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


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


 


1.06       Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however,
that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for
one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is
in effect at such time.


 


1.07       Classifications
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred
to by Class (e.g. “Revolving Loan”, “Existing Term Loan” or “Term Loan”) or by Type (e.g. “Eurodollar
Rate Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar Rate Loan” or “Existing
Term Base Rate Loan”). Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”)
or by Type (e.g. “Base Rate Borrowing”) or by Class and Type (e.g. “Revolving Base Rate Borrowing”).


 




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ARTICLE II. THE
COMMITMENTS AND CREDIT EXTENSIONS


 


2.01       Committed
Loans.


 


(a)          Revolving
Loans. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such
loan, a “Revolving Loan”) to the Borrower from time to time, on any Business Day during the Availability Period,
in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided,
however, that after giving effect to any Revolving Borrowing, (i) the Revolving Outstandings shall not exceed the aggregate
amount of the Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender,
plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Revolving Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s
Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions
hereof, the Borrower may, with respect to Revolving Loans, borrow under this Section 2.01, prepay under Section 2.06,
and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.


 


(b)          New
Term Loans. Subject to the terms and conditions set forth herein, each New Term Loan Lender severally agrees to make a loan
(each such loan, a “New Term Loan”) to the Borrower on the Closing Date in a principal amount equal to such
Lender’s New Term Loan Commitment. Upon a New Term Lender making its New Term Loan, the New Term Loan Commitment of such
Term Lender shall terminate. Any portion of a New Term Loan made under this Section 2.01(b) and repaid or prepaid may not
be reborrowed. New Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Additional New Term
Loans may be made in accordance with Section 2.16(b).


 


(c)          Existing
Term Loans. Pursuant to the Existing Term Loan Agreement, each Lender set forth on Schedule 1.01(A) having a principal
amount set forth opposite such Lender’s name on such Schedule under the heading “Existing Term Loan” made a loan
(an “Existing Term Loan”) to the Borrower, the aggregate outstanding principal amount of which on the Closing Date
is set forth on such Schedule. The Term Loan Commitments (as defined in the Existing Term Loan Agreement) have terminated and the
Existing Term Lenders have no obligation to make any additional Existing Term Loans. Any portion of an Existing Term Loan that
is repaid or prepaid may not be reborrowed. Existing Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein. Additional Existing Term Loans may be made in accordance with Section 2.16(b).


 




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2.02       Borrowings,
Conversions and Continuations of Committed Loans.


 


(a)          Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans
shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which must be given in writing. Each such
notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date
of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base
Rate Loans, and (ii) one Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion
to or continuation of Eurodollar Rate Loans of a Class shall be in a principal amount of $1,000,000 or a whole multiple of $500,000
in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Borrowing of or conversion to Base Rate
Loans of a Class shall be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof. Each Committed Loan
Notice shall specify (i) whether the Borrower is requesting a Revolving Borrowing or New Term Loan Borrowing, a conversion
of Committed Loans of a Class from one Type to the other, or a continuation of Eurodollar Rate Loans of a Class, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal
amount of Committed Loans to be borrowed, converted or continued, (iv) the Type and Class of Committed Loans to be borrowed or
the Type to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with
respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails
to give a timely notice requesting a conversion or continuation, then, so long as no Default exists at the time of such making,
the applicable Loans shall be made as, continued as, or converted to, Eurodollar Rate Loans having an Interest Period of one month;
provided, however, that if a Default exists at the time of such making, continuation or conversion, then the applicable
Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one month.


 


(b)          Following
receipt of a Committed Loan Notice with respect to a Class of Loans, the Administrative Agent shall promptly notify each Lender
of such Class of the amount of its share of the Loans of such Class requested thereby, and if no timely notice of a conversion
or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the applicable Class of the details
of any automatic conversion to Eurodollar Rate Loans having an Interest Period of one month described in the preceding subsection.
In the case of a Committed Borrowing of a given Class, each Lender of such Class shall make the amount of its Committed Loan available
to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m.
on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth
in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent
shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i)
crediting the account of the Borrower on the books of PNC with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower;
provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Borrowing is given by
the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the
payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.


 


(c)          Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan. During the existence of a Default, no Loans of a Class may be requested as, converted to or continued
as Eurodollar Rate Loans without the consent of the Required Class Lenders for such Class.


 


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


 


(e)          After
giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations
of Committed Loans as the same Type, there shall not be more than 9 Interest Periods in effect with respect to each Class of Committed
Loans.


 




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2.03       Intentionally
Omitted.


 


2.04       Letters
of Credit.


 


(a)          The
Letter of Credit Commitment.


 


(i)          Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders
set forth in this Section 2.04, (1) from time to time on any Business Day during the period from the Closing Date until
the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, and to amend or extend Letters
of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters
of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the
Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any
Letter of Credit, (x) the Revolving Outstandings shall not exceed the aggregate amount of the Revolving Commitments, (y) the aggregate
Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Revolving Percentage of the
Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations
shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit
shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions
set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof,
the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.


 


(ii)         The
L/C Issuer shall not issue any Letter of Credit, if:


 


(A)         the
expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance (subject to Section
2.04(b)(ii)); or


 


(B)         the
expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving
Lenders have approved such expiry date.


 


(iii)        The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if:


 


(A)         any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C
Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the
L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; 


 




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(B)         the
issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;



 


(C)         except
as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount of less
than $50,000; 


 


(D)         the
Letter of Credit is to be denominated in a currency other than Dollars;


 


(E)         any
Revolving Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery
of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C
Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to such Defaulting
Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations
as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion, or


 


(F)         the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.


 


(iv)        The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the Letter of Credit
in its amended form under the terms hereof.


 


(v)         The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time
to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not
accept the proposed amendment to the Letter of Credit.


 


(vi)        The
L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article
X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it
or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative
Agent” as used in Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.


 


(b)          Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


 




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(i)          Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not
later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may
agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case
may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify
in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall
be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E)
the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit;
and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit
to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment;
and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative
Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including
any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.


 


(ii)         If
the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue
a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific
request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders
shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any
time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer
shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation,
at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions
of clause (ii) or (iii) of Section 2.04(a) or otherwise), or (B) it has received notice (which may be by telephone
or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative
Agent that the Required Class Lenders of Revolving Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.02 is not then satisfied,
and in each such case directing the L/C Issuer not to permit such extension.


 


(iii)        Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not,
the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from
any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment
of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not then be satisfied,
then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s
usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter
of Credit in an amount equal to the product of such Lender’s Applicable Revolving Percentage times the amount of such
Letter of Credit.


 




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(iv)        Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy
of such Letter of Credit or amendment.


 


(c)          Drawings
and Reimbursements; Funding of Participations.


 


(i)          Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer
under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through
the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer
by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed
drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Revolving Percentage thereof.
In such event, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor
Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02
for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitments and
the conditions set forth in Section 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C
Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i) may be given by telephone if immediately confirmed
in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect
of such notice.


 


(ii)         Each
Revolving Lender shall upon any notice pursuant to Section 2.04(c)(i) make funds available (and the Administrative Agent
may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office
in an amount equal to its Applicable Revolving Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day
specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii), each
Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan which is a Base Rate Loan to the Borrower
in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.


 


(iii)        With
respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions
set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred
from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall
be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving
Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) shall
be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 2.04.


 


(iv)        Until
each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.04(c) to reimburse the L/C Issuer
for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Percentage of
such amount shall be solely for the account of the L/C Issuer.


 




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(v)         Each
Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.04(c), shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or
(C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the
conditions set forth in Section 5.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of
an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any
payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


 


(vi)        If
any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from
such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal
to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection
with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute
such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing,
as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to
any amounts owing under this clause (vi) shall be conclusive absent manifest error.


 


(d)          Repayment
of Participations.


 


(i)          At
any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s
L/C Advance in respect of such payment in accordance with Section 2.04(c), if the Administrative Agent receives for the
account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from
the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will promptly distribute to such Lender its Applicable Revolving Percentage thereof in the same funds as those received by
the Administrative Agent.


 


(ii)         If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(i) is required
to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into
by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable
Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to the Overnight Rate from time to time in effect. The obligations
of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.


 




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(e)          Obligations
Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and
to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the following:


 


(i)          any
lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;


 


(ii)         the
existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;


 


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


 


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


 


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


 


The Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer.
The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such
notice is given as aforesaid.


 


(f)          Role
of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer
shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken
or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer
shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.04(e);
provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against
the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s
willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation
to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.
 In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C
Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer
or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason.


 




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(g)          Applicability
of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the
rules of the ISP shall apply to each standby Letter of Credit.


 


(h)          Letter
of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with
its Applicable Revolving Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit
equal to the Applicable Rate for Revolving Eurodollar Rate Loans times the daily amount available to be drawn under such
Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting
Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to
the L/C Issuer pursuant to this Section 2.04 shall be payable, to the maximum extent permitted by applicable Law, to the
other Revolving Lenders in accordance with the upward adjustments in their respective Applicable Revolving Percentages allocable
to such Letter of Credit pursuant to Section 2.18(a)(iv), with the balance of such fee, if any, payable to the L/C
Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount
of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and
payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date
to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii)
computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available
to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, the Administrative
Agent may, and upon the request of the Required Class Lenders of Revolving Lenders shall, while any Event of Default exists, require
that all Letter of Credit Fees accrue at the Default Rate.


 


(i)          Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer
for its own account a fronting fee with respect to each Letter of Credit, at a rate per annum equal to one-eighth of one-percent
(0.125%), computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such
fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect
of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such
date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For
purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall
be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own
account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the
L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are
due and payable on demand and are nonrefundable.


 




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(j)           Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 


2.05       Swing
Line Loans.


 


(a)          The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of
the Revolving Lenders set forth in this Section 2.05, shall make loans (each such loan, a “Swing Line Loan”)
to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with
the Applicable Revolving Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing
Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving
effect to any Swing Line Loan, (i) the Revolving Outstandings shall not exceed the Revolving Commitments, and (ii) the aggregate
Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Revolving Percentage of the
Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment; and provided, further, that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.05, prepay under Section
2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making
of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s
Applicable Revolving Percentage times the amount of such Swing Line Loan.


 


(b)          Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and
the Administrative Agent, which must be given in writing. Each such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be
a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on
the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result
of the limitations set forth in the first proviso to the first sentence of Section 2.05(a), or (B) that one or more of the
applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount
of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing
Line Lender in immediately available funds.


 




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(c)          Refinancing
of Swing Line Loans.


 


(i)          The
Swing Line Lender at any time in its sole discretion may request (but in any event shall request within five Business Days of the
date on which a Swing Line Loan has been made), on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender
to so request on its behalf), that each Lender make a Revolving Loan which is a Base Rate Loan in an amount equal to such Lender’s
Applicable Revolving Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which
written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section
2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject
to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 5.02. The Swing Line
Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to
the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount
specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative
Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender
at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon,
subject to Section 2.05(c)(ii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan
which is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing
Line Lender.


 


(ii)         If
for any reason any Swing Line Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.05(c)(i),
the request for a Revolving Loan which is a Base Rate Loan submitted by the Swing Line Lender as set forth herein shall be deemed
to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line
Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i)
shall be deemed payment in respect of such participation.


 


(iii)        If
any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section
2.05(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing
or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant
Revolving Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line
Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii)
shall be conclusive absent manifest error.


 


(iv)        Each
Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant
to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event
or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation
to make Revolving Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 5.02.
No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans,
together with interest as provided herein.


 




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(d)          Repayment
of Participations.


 


(i)          At
any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Revolving
Percentage thereof in the same funds as those received by the Swing Line Lender.


 


(ii)         If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Applicable
Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date
such amount is returned, at a rate per annum equal to the Overnight Rate. The Administrative Agent will make such demand upon the
request of the Swing Line Lender. The obligations of the Revolving Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.


 


(e)          Interest
for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the
Swing Line Loans. Until each Revolving Lender funds its Revolving Loan which is a Base Rate Loan or risk participation pursuant
to this Section 2.05 to refinance such Lender’s Applicable Revolving Percentage of any Swing Line Loan, interest
in respect of such Applicable Revolving Percentage shall be solely for the account of the Swing Line Lender.


 


(f)           Payments
Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender.


 


2.06       Prepayments.


 


(a)          Except
as otherwise provided in subsections (d) and (e) below and subject to Section 3.05, the Borrower may, upon
notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m.
(A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base
Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000
in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of
$50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall
specify the date and amount of such prepayment (including any prepayment premium to be paid pursuant to the immediately following
subsection (d) or (e)) and the Class and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are
to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of each applicable
Class of its receipt of each such notice, and of the amount of such prepayment payable to such Lender. If such notice is given
by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such
prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.


 


(b)          The
Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be
received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii)
any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such
prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein.


 




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(c)          If
for any reason the Revolving Outstandings at any time exceed the aggregate amount of the Revolving Commitments then in effect,
the Borrower shall within one (1) Business Day after notice from the Administrative Agent prepay Loans and/or Cash Collateralize
the L/C Obligations in an aggregate in an amount equal to such excess. Each such prepayment shall be applied as follows: first,
to the Committed Loans and Swing Line Loans until paid in full and second, to Cash Collateralize the L/C Obligations.


 


(d)          During
the periods set forth below, the Borrower may only prepay the New Term Loans, in whole or in part, at the prices (expressed as
percentages of the principal amount of the New Term Loans to be prepaid) set forth below, plus accrued and unpaid interest, if
any, to the date of prepayment:


 


	Period	 	Percentage	 
	Closing Date to and including July 21, 2015	 	 	102	%
	July 22, 2015 to and including July 21, 2016	 	 	101	%
	On or after July 22, 2016	 	 	100	%



 


(e)          During
the periods set forth below, the Borrower may only prepay the Existing Term Loans, in whole or in part, at the prices (expressed
as percentages of the principal amount of the Existing Term Loans to be prepaid) set forth below, plus accrued and unpaid interest,
if any, to the date of prepayment:


 


	Period	 	Percentage	 
	Closing Date to and including September 29, 2014	 	 	103	%
	September 30, 2014 to and including September 29, 2015	 	 	102	%
	September 30, 2015 to and including September 29, 2016	 	 	101	%
	On or after September 30, 2016	 	 	100	%



  


(f)          The
Borrower and the Term Lenders acknowledge and agree that the amounts payable by the Borrower in connection with the prepayment
of the Term Loans as provided in subsection (d) and (e) above, are a reasonable calculation of the Term Lenders’
lost profits in view of the difficulties and impracticality of determining actual damages resulting from the prepayment of the
Term Loans. For the avoidance of doubt, the prepayment premiums set forth in this Section shall be in addition to, and not in lieu
of, any prepayment premiums required in connection with any prepayments made under and pursuant to any Master Agreement then in
effect.


 


2.07       Termination
or Reduction of Revolving Commitments. The Borrower may, upon notice to the Administrative
Agent, terminate the Revolving Commitments, or from time to time permanently reduce the Revolving Commitments; provided
that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple
of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect
thereto and to any concurrent prepayments hereunder, the Revolving Outstandings would exceed the Revolving Commitments, and (iv)
if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit
exceeds the amount of the Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The
Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Commitments.
Any reduction of the Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its
Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Revolving Commitments shall
be paid on the effective date of such termination.


 




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2.08       Repayment
of Loans.


 


(a)          The
Borrower shall repay to the Lenders of a given Class on the Maturity Date for such Class the aggregate principal amount of Committed
Loans of such Class outstanding on such date, together with all accrued but unpaid interest, fees and all other sums due with respect
thereto.


 


(b)          The
Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five (5) Business Days after such Loan is made
and (ii) the Revolving Maturity Date, together with all accrued but unpaid interest, fees and all other sums due with respect thereto.


 


2.09       Interest.


 


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


 


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


 


(ii)        If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard
to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable Laws.


 


(iii)       While
any Event of Default exists pursuant to Section 9.01(a)(i) or (h), the Borrower shall pay interest on the principal
amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate
to the fullest extent permitted by applicable Laws.


 


(iv)       The
Administrative Agent may, and upon the request of the Required Lenders shall, while any other Event of Default exists, require
the Borrower to pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


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


 




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


 


2.10       Fees.
In addition to certain fees described in subsections (h) and (i) of Section 2.04:


 


(a)          Unused
Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with
its Applicable Revolving Percentage, an unused fee equal to the Unused Rate times the actual daily amount by which the Revolving
Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations,
subject to adjustment as provided in Section 2.18. The unused fee shall accrue at all times during the Availability
Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date
to occur after the Closing Date, and on the last day of the Availability Period. The unused fee shall be calculated quarterly in
arrears, and if there is any change in the Daily Usage during any quarter, the actual daily amount shall be computed and multiplied
by the Unused Rate separately for each period during such quarter that such Unused Rate was in effect.


 


(b)          Other
Fees. The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts (i) fees
in the amounts and at the times specified in the Engagement Letters and (ii) such other fees as shall have been separately agreed
upon in writing in the amounts and at the times specified. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.


 


2.11       Computation
of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


(a)          All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be
made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided
that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one
day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.


 


(b)          If,
as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the
Borrower or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate
and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately
and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer,
as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further
action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and
fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph
shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.04(c)(iii),
2.04(h) or 2.09(b) or under Article IX. The Borrower’s obligations under this paragraph shall survive
the termination of the Commitments and the repayment of all other Obligations hereunder.


 




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2.12       Evidence
of Debt.


 


(a)          The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each
Lender shall be prima facie evidence of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest
and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender of a Class
made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent)
a Note of such Class, which shall evidence such Lender’s Loans of such Class in addition to such accounts or records. Each
Lender may attach schedules to any of its Notes and endorse thereon the date, Type (if applicable), amount and maturity of its
Loans and payments with respect thereto.


 


(b)          In
addition to the accounts and records referred to in subsection (a), each Revolving Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations
in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Revolving Lender in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error.


 


2.13       Payments
Generally; Administrative Agent’s Clawback.


 


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


 


(b)          (i)
Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing
of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available
to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing
of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02)
and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender
and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately
available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to
but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight
Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the
foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans of the
applicable Class. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping
period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such
period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid
shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent.


 




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(ii)          Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case
may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer,
as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.


 


A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be prima facie evidence
of the amount due.


 


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


 


(d)          Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of
Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of
any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 11.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make
its payment under Section 11.04(c).


 


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


 




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


 


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


 


(ii)         the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), (y) the application of Cash
Collateral provided for in Section 2.17,
or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its
Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment
to the Borrower or any Subsidiary thereof (as to which the provisions
of this Section shall apply).


 


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


 


2.15       Extension
of Revolving Maturity Date. Subject
to the provisions of this Section 2.15, the Borrower shall have the option to extend the Revolving Maturity Date then
in effect hereunder (the “Initial Revolving Maturity Date”), for an additional one (1) year from the Initial
Revolving Maturity Date (the “Extension Option”), subject to the satisfaction of each of the following conditions:


 


(i)          At
least thirty (30) days and not more than ninety (90) days prior to the Initial Revolving Maturity Date the Borrower shall notify
the Administrative Agent of its exercise of the Extension Option;


 


(ii)         As
of the date of the Borrower’s request to exercise the Extension Option and as of the Initial Revolving Maturity Date no Default
shall have occurred and be continuing, provided that if such Default requires the giving of notice by the Administrative Agent
in accordance with Section 9.01, such notice shall have been given;


 


(iii)        The
Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Initial Revolving Maturity
Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such extension (such certification to confirm that such resolutions remain in effect and have not been
modified since the adoption thereof) and (ii) in the case of the Borrower, certifying that, before and after giving effect to such
extension, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and
correct on and as of the Initial Revolving Maturity Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this
Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05
shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively,
of Section 7.01, and (B) no Default exists;


 




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(iv)        The
Borrower shall deliver to the Administrative Agent a Compliance Certificate setting forth in reasonable detail the calculations
required to show that the Loan Parties are in compliance with the terms of this Agreement;


 


(v)         No
later than the Initial Revolving Maturity Date the Borrower shall have paid to the Administrative Agent (for the pro rata benefit
of the Revolving Lenders) an extension fee in the amount of 0.15% of the then-current Revolving Commitments; and


 


(vi)        The
Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable
fees and expenses paid to third party consultants (including reasonable attorneys’ fees and expenses) incurred by the Administrative
Agent in connection with such extension.


 


2.16       Increase
in Revolving Commitments; Additional Term Loans.


 


(a)          The
Borrower shall have the right at any time and from time to time during the period beginning on the Closing Date to but excluding
the date that is six (6) months prior to (x) the Revolving Maturity Date to request an increase in the Revolving Commitment
and (y) the Maturity Date of a Class of Term Loans to request additional Term Loans of such Class, in each case, by providing written
notice to the Administrative Agent (an “Increase Request”); provided, however, that after giving
effect to any such increases, the aggregate amount of the Revolving Commitments shall not exceed $250,000,000, the aggregate amount
of the New Term Loans shall not exceed $75,000,000 and the aggregate amount of the Existing Term Loans shall not exceed $70,000,000.
Each such Increase Request must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof.
The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the
Revolving Commitments or Term Loans, as applicable, including decisions as to the selection of the existing Lenders and/or other
banks, financial institutions and other institutional lenders to be approached with respect to such increase in Revolving Commitments
or the Term Loans, as applicable, and the allocations of the increase in the Revolving Commitments or the Term Loans, as applicable,
among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery
of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative
Agent and the Arrangers for the applicable Facility governing, among other things, the syndication of such increase in the Revolving
Commitments or the Term Loans, as applicable, and which shall include, among other things, the fees of the Lenders and the Administrative
Agent with respect to such Increase Request. Any additional Revolving Commitments or Term Loans of a Class made pursuant to this
Section shall be regarded as Revolving Commitments or Term Loans of the same Class, as applicable, hereunder and accordingly shall
have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of,
the Loans of such Facility outstanding hereunder at the time such additional Revolving Commitments or Term Loans, as applicable,
are made. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or the principal amount of its
Term Loans or provide a new Revolving Commitment or Term Loan, as applicable, and any new Lender becoming a party to this Agreement
in connection with any such requested increase must be an Eligible Assignee.


 




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(b)          Effecting
the increase of the Revolving Commitments and/or Term Loans under this Section is subject to the following conditions precedent:
(x) no Default shall be in existence on the effective date of such increase or would result from such proposed increase or from
the application of the proceeds thereof, (y) the representations and warranties of the Borrower and each other Loan Party contained
in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection
herewith or therewith, shall be true and correct in all material respects on and as of the effective date of such increase, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true
and correct as of such earlier date, and except that for purposes of this Section, the representations and warranties contained
in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 7.01, and (z) the Administrative Agent shall have
received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously
delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of the Borrower or Guarantor, as
applicable, of (A) all corporate and other necessary action taken by the Borrower to authorize such increase and (B) all corporate
and other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to
the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably
requested by the Required Lenders, in form and content similar to the opinion provided to the Administrative Agent and the Lenders
pursuant to Section 5.01(a)(v) or such other form acceptable to the Administrative Agent, and (iii) to the extent requested,
new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing
Lenders increasing the amount of their Revolving Commitment or the principal amount of their Term Loans, as applicable. Any Lender
receiving such a replacement Note shall promptly return to the Borrower the Note that was replaced. In connection with any increase
in the Revolving Commitments or additional Term Loans made pursuant to this Section 2.16, any Lender becoming
a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request. The Borrower shall
pay such fees to the Administrative Agent, for its own account and for the benefit of the Lenders providing such additional Revolving
Commitments, as determined at the time of such increase. 


 


(c)          If
in connection with an Increase Request, a new Revolving Lender becomes a party to this Agreement or any existing Revolving Lender
is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of
an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving
Lenders its Applicable Revolving Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments
after giving effect to the requested increase of Revolving Commitments) of any outstanding Revolving Loans, by making available
to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to the portion
of the outstanding principal amount of such Revolving Loans to be purchased by such Lender. The Borrower shall pay to the Revolving
Lenders amounts payable, if any, to such Revolving Lenders under Section 3.05 as a result of any resulting prepayment
of any such Revolving Loans.


 


(d)          This
Section shall supersede any provisions in Section 2.14 or 11.01 to the contrary.


 


2.17       Cash
Collateral.


 


(a)          Certain
Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case,
immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Revolving
Lender that is a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line
Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure
(after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by such Defaulting Lender).


 




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(b)          Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained
in blocked, non-interest bearing deposit accounts at PNC. The Borrower, and to the extent provided by any Lender, such Lender,
hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C
Issuer and the Revolving Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest
in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto,
and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant
to Section 2.17(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim
of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less
than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will,
promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount
sufficient to eliminate such deficiency.


 


(c)          Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section
2.17 or Sections 2.04, 2.05, 2.06, 2.18 or 9.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to
the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to
Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash
Collateral was so provided, prior to any other application of such property as may be provided for herein. 


 


(d)          Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance
with Section 11.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash
Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released
during the continuance of a Default or Event of Default (and following application as provided in this Section 2.17 may
be otherwise applied in accordance with Section 9.03), and (y) the Person providing Cash Collateral and the L/C Issuer or
Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations.


 


2.18        Defaulting
Lenders.


 


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


 


(i)          Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 11.01.


 




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(ii)         Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including
any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08), shall be applied
at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts
owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any
amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, in the case of a Defaulting
Lender that is a Revolving Lender, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender,
to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan
or Letter of Credit; 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 that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as
determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined
by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to
satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing
to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by
any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that 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
that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth,
to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment
is a payment of the principal amount of any Class of Loans or L/C Borrowings in respect of which that Defaulting Lender has not
fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section
5.02 were satisfied or waived, such payment shall be applied solely to pay the Class of Loans of, and L/C Borrowings owed to,
all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to,
that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or
held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall be
deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)        Certain
Fees. A Defaulting Lender that is a Revolving Lender (x) shall not be entitled to receive any unused fee pursuant to Section
2.10(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such
fee that otherwise would have been required to have been paid to that Defaulting Lender) and the Borrower shall (A) be required
to pay to each of the L/C Issuer and the Swing Line Lender, as applicable, the amount of such fee allocable to its Fronting Exposure
arising from that Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been
required to have been paid to that Defaulting Lender and (y) shall be limited in its right to receive Letter of Credit Fees as
provided in Section 2.04(h).


 


(iv)        Reallocation
of Applicable Revolving Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender that
is a Revolving Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender that is a Revolving
Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.04 and
2.05, the “Applicable Revolving Percentage” of each such non-Defaulting Lender shall be computed without giving
effect to the Revolving Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given
effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii)
the aggregate obligation of each such non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and
Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that non-Defaulting Lender
minus (2) the aggregate Outstanding Amount of the Revolving Loans of that Lender.


 




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(b)          Defaulting
Lender Cure. If the Borrower, the Administrative
Agent, and solely in the case of a Defaulting Lender that is a Revolving Lender, the Swing Line Lender and the L/C Issuer, agree
in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions
set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable,
purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine
to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to
be held on a pro rata basis by the Lenders of the applicable Class (without giving effect to Section 2.18(a)(iv)), whereupon
that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to
fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.


 


ARTICLE III. TAXES,
YIELD PROTECTION AND ILLEGALITY


 


3.01       Taxes.


 


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


 


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


 


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


 




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(c)          Tax
Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and
does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within
10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the
Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby,
indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount
which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause
(ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender
or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the L/C Issuer, shall be conclusive absent manifest error.


 


(ii)         Without
limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify
the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against
any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges
and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower
or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case
may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by
such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e).
Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount
due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation
and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer,
the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.


 


(d)          Evidence
of Payments.  Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes
by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower
shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original,
or if acceptable to the recipient a certified copy, of a receipt issued by such Governmental Authority evidencing such payment,
a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower
or the Administrative Agent, as the case may be.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


3.02         Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is
determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits
of, Dollars in the applicable interbank market (each an “Affected Eurodollar Rate Loan”), then (a) such Lender
shall promptly give written notice of such circumstances to the Borrower through the Administrative Agent, which notice shall be
withdrawn whenever such circumstances no longer exist, (b) the obligation of such Lender hereunder to make Affected Eurodollar
Rate Loans, continue Affected Eurodollar Rate Loans as such and to convert a Base Rate Loan to an Affected Eurodollar Rate Loan
shall forthwith be cancelled and, until such time as it shall no longer be unlawful for such Lender to make or maintain such Affected
Eurodollar Rate Loans, such Lender shall then have a commitment only to make a Base Rate Loan when an Affected Eurodollar Rate
Loan is requested, and (c) such Lender’s Loans of a Class then outstanding as Affected Eurodollar Rate Loans, if any, shall
be converted automatically to Base Rate Loans of the same Class on the respective last days of the then current Interest Periods
with respect to such Loans or within such earlier period as required by Law. If any such conversion or prepayment of an Affected
Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower
shall pay to such Lender such amounts, if any, as may be required pursuant to Section 3.05.


 


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


 




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3.04       Increased
Costs.


 


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


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement referred
to in the definition of “Eurodollar Reserve Percentage”);


 


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


 


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


 


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


 


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


 




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


 


(d)          Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such
compensation; provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the
date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender’s or the L/C Issuer’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 six-month period referred to above
shall be extended to include the period of retroactive effect thereof).


 


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


 


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


 


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


 


(c)          any
assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 11.13;


 


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


 


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


 




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3.06       Mitigation
Obligations; Replacement of Lenders.


 


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


 


(b)          Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower
may replace such Lender in accordance with Section 11.13.


 


3.07       Survival.
All of the Borrower’s obligations under this Article III shall survive termination
of the Commitments, repayment of all Obligations hereunder, and resignation of the Administrative Agent. 


 


ARTICLE IV. [INTENTIONALLY
OMITTED]


 


ARTICLE V. CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS


 


5.01       Conditions
of Initial Credit Extension. The effectiveness of this Agreement, the amendment and restatement
of the Existing Term Loan Agreement and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension
hereunder are all subject to satisfaction of the following conditions precedent:


 


(a)          The
Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals)
unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date
(or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance
satisfactory to the Administrative Agent and each of the Lenders:


 


(i)          executed
counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender
and the Borrower;


 


(ii)         a
Note of a given Class executed by the Borrower in favor of each Lender of such Class requesting a Note;


 


(iii)        such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each
Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party;


 


(iv)        such
documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and that each of the Borrower and Guarantors is validly existing, in good standing and qualified to engage in business
in its state of organization and each other jurisdiction where its ownership, lease or operation of properties or the conduct of
its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect;


 




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(v)         a
favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, and covering such matters
relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required
Lenders may reasonably request; provided, however, that opinions with respect to Loan Parties (other than the Parent
and the Borrower) that are not organized in the States of Delaware, Maryland and Michigan (other than enforceability opinions with
respect to any Loan Document to which such Loan Party is a party which will not be from the jurisdiction of formation unless otherwise
requested below), will be required only if requested by the Administrative Agent, in its sole discretion, with the understanding
that enforceability opinions will be required with respect to any Loan Document to which such Loan Party is a party, which if the
Administrative Agent has not requested other opinions in addition to enforceability, may be subject to necessary assumptions to
avoid the requirement of having opinions from the jurisdiction of formation of such Loan Parties;


 


(vi)        a
certificate of a Responsible Officer of the Parent either (A) attaching copies of all consents, licenses and approvals required
in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan
Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that
no such consents, licenses or approvals are so required;


 


(vii)       a
certificate signed by a Responsible Officer of the Parent certifying (A) that the conditions specified in Sections 5.02(a)
and (b) have been satisfied, (B) that there has been no event or circumstance since December 31, 2013 that has
had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;


 


(viii)      a
duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower ended on March 31, 2014, signed
by a Responsible Officer of the Borrower;


 


(ix)         a
duly completed Unencumbered Pool Report as of the Closing Date, signed by a Responsible Officer of the Borrower;


 


(x)          evidence
that the Existing Revolving Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens,
if any, securing obligations under the Existing Revolving Credit Agreement have been or concurrently with the Closing Date are
being released; and


 


(xi)         such
other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender
or the Required Lenders reasonably may require.


 


(b)          The
absence of any action, suit, investigation or proceeding pending or, to the knowledge of any Loan Party, threatened in any court
or before any arbitrator or governmental authority related to the Loan that could reasonably be expected to have a Material Adverse
Effect.


 


(c)          Any
fees required to be paid on or before the Closing Date shall have been paid.


 




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


 


Without limiting the
generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions
specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved
or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto. 


 


5.02        Conditions
to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar
Rate Loans) is subject to the following conditions precedent:


 


(a)          The
representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document,
or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct
in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for
purposes of this Section 5.02, the representations and warranties contained in clauses (a) and (b) of Section
6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively,
of Section 7.01.


 


(b)          No
Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.


 


(c)          The
Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension
in accordance with the requirements hereof.


 


Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation
of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified
in Sections 5.02(a) and 5.02(b) have been satisfied on and as of the date of the applicable Credit Extension.


 


ARTICLE VI. REPRESENTATIONS
AND WARRANTIES


 


The Borrower represents
and warrants to the Administrative Agent and the Lenders that:


 


6.01         Existence,
Qualification and Power. Each Loan Party (a) is duly organized or formed, validly existing and,
as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite
power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets
and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party,
and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred
to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect.


 




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6.02         Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document
to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not
and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in
any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual
Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries
or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property
is subject; or (c) violate any Law.


 


6.03         Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action
by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.


 


6.04         Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will
have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan
Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each
Loan Party that is party thereto in accordance with its terms.


 


6.05         Financial
Statements; No Material Adverse Effect.


 


(a)          The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as
of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for
taxes, material commitments and Indebtedness.


 


(b)          The
unaudited consolidated balance sheets of the Parent and its Subsidiaries dated March 31, 2014, and the related consolidated statements
of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared
in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein,
and (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes
and to normal year-end audit adjustments. Schedule 6.05 sets forth all material indebtedness and other liabilities, direct
or contingent, of the Parent and its consolidated Subsidiaries as of the date of such financial statements, including liabilities
for taxes, material commitments and Indebtedness.


 


(c)          Since
December 31, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably
be expected to have a Material Adverse Effect. Each of the Parent and Borrower is Solvent, and each of the Loan Parties and the
other Subsidiaries considered on a consolidated basis are Solvent.


 


6.06         Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of
the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that
(a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby,
or (b) except as specifically disclosed in Schedule 6.06, either individually or in the aggregate, if determined adversely,
could reasonably be expected to have a Material Adverse Effect , and there has been no adverse change in the status, or financial
effect on any Loan Party or any Subsidiary thereof, of the matters described on Schedule 6.06.


 




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


 


6.08         Ownership
of Property; Liens. Each of the Borrower and each Subsidiary has good record and marketable title
in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business,
except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. As of the Closing Date, the property of the Borrower and its Subsidiaries is subject to no Liens, other than Permitted
Liens and Liens set forth on Schedule 6.08.


 


6.09         Environmental
Compliance. The Borrower and its Subsidiaries conduct in the ordinary course of business a review
of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental
Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that,
except as specifically disclosed in Schedule 6.09, such Environmental Laws and claims could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


6.10         Insurance.
The properties of the Loan Parties are insured with financially sound and reputable insurance companies,
none of which are Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable
Loan Party operates, subject to such self-insurance reasonably acceptable to the Administrative Agent.


 


6.11         Taxes.
The Borrower and its Subsidiaries have filed all federal, state and other material tax returns and
reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance
with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.


 


6.12       ERISA
Compliance.


 


(a)          Each
Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including the Code provisions
compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each
Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable
determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering
all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from
the IRS, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the
case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination
letter or otherwise adversely affect such qualification).


 




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(b)          No
ERISA Event has occurred or is reasonably expected to occur. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate
is making or accruing an obligation to make contributions, or has, within any of the five (5) calendar years immediately preceding
the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan.


 


(c)          There
are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the best knowledge
of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted
successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate
to result in liability to the Borrower or any of its Subsidiaries. The Borrower, each of its Subsidiaries and each ERISA Affiliate
have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed
thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions
to a Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or
received an extension of any amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA.


 


(d)          None
of the Borrower, any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to
the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section
4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions.


 


(e)          Each
Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities,
except as would not reasonably be expected to result in liability to the Borrower or any of its Subsidiaries. All contributions
required to be made with respect to a Non-U.S. Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has
incurred any obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the
accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s
most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets
of such Non-U.S. Plan allocable to such benefit liabilities.


 


6.13         Subsidiaries;
Equity Interests. The Parent and Borrower have no Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 6.13 as of the date of this Agreement, and all of the outstanding Equity Interests in
such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified
on Part (a) of Schedule 6.13 free and clear of all Liens (other than Permitted Liens and Liens set forth on Schedule
6.08). Neither Parent nor Borrower has any direct or indirect Equity Interests in any other Person other than those specifically
disclosed in Part (b) of Schedule 6.13 as of the date of this Agreement. All of the outstanding Equity Interests in each
Property Owner have been validly issued, are fully paid and nonassessable and are owned by the applicable holders in the amounts
specified on Part (c) of Schedule 6.13 free and clear of all Liens (other than Liens in favor of Administrative Agent).


 


6.14       Margin
Regulations; Investment Company Act.


 


(a)          None
of the Loan Parties is engaged nor will engage, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing
or carrying margin stock.


 




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


 


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


 


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


 


6.17         Taxpayer
Identification Number. Each Loan Party’s true and correct U.S. taxpayer identification
number is set forth on Schedule 6.17.


 


6.18         Anti-Money
Laundering/International Trade Law Compliance. No Covered Entity is a Sanctioned Person. No
Covered Entity, either in its own right or through any third party, (a) has any of its assets in a Sanctioned Country or in the
possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) does business in or with, or
derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of
any Anti-Terrorism Law; or (c) engages in any dealings or transactions prohibited by any Anti-Terrorism Law. In the case of a
Shareholder Covered Entity, the representations in this Section shall be limited to the actual knowledge of the Responsible Officers
of each of the Borrower and the Parent.


 


6.19         Unencumbered
Pool Properties. As of the Closing Date, the initial Unencumbered Pool Properties are set forth on Schedule 6.19.
Each of the Properties included in calculations of Unencumbered Asset Value and Unencumbered Pool NOI satisfies all of the requirements
contained in the definition of Eligible Property (or if such Property was approved as an Eligible Property pursuant to the last
paragraph of the definition of such term, such Property satisfies the requirements to be an Eligible Property that such Property
satisfied at the time it was so approved).


 


ARTICLE VII. AFFIRMATIVE
COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Loan Parties shall, and shall (except in the case of the covenants set forth in Sections
7.01, 7.02, and 7.03) cause each Subsidiary to:


 




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7.01       Financial
Statements.  Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices:


 


(a)          as
soon as available, but in any event within 120 days after the end of each fiscal year of the Parent, a consolidated balance sheet
of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations,
changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements
to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification
or exception as to the scope of such audit; and


 


(b)          as
soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year
of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, the related
consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then
ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the
Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail,
such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of
the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the
Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.


 


As to any information
contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the
Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.


 


7.02         Certificates;
Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory
to the Administrative Agent and the Required Lenders:


 


(a)          concurrently
with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance
Certificate (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication
including fax or e-mail and shall be deemed to be an original authentic counterpart thereof for all purposes);


 


(b)          concurrently
with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Unencumbered
Pool Report (which delivery may, unless Administrative Agent or a Lender requests executed originals, be by electronic communication
including fax or e-mail and shall be deemed to be an original authentic counterpart thereof for all purposes);


 


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


 




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


 


(e)          within
ninety (90) days after request by the Administrative Agent or any Lender, an annual budget for each of the Properties;


 


(f)          to
the extent applicable, promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt
securities of Parent or Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise
required to be furnished to the Lenders pursuant to Section 7.01 or any other clause of this Section 7.02;


 


(g)          promptly,
and in any event within five (5) Business Days after receipt thereof by Parent or Borrower, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other
material inquiry by such agency regarding financial or other operational results of any Loan Party unless restricted from doing
so by such agency; and


 


(h)          promptly,
such additional reasonable and customary information regarding the business, financial or corporate affairs of Parent or Borrower
or any Unencumbered Pool Property, or compliance with the terms of the Loan Documents, as Administrative Agent or any Lender may
from time to time reasonably request, to the extent such information is in a Loan Party’s possession or control.


 


Documents required
to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(d) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website
on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper
copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper
copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the
Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The
Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred
to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender
for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 




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Parent and Borrower
hereby acknowledge that (a) Administrative Agent and/or the Arrangers will make available to the Lenders and L/C Issuer materials
and/or information provided by or on behalf of Parent and Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain
of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information
with respect to Parent, Borrower or their Affiliates, or the respective Equity Interests of any of the foregoing, and who may be
engaged in investment and other market-related activities with respect to such Persons’ Equity Interests. Parent and Borrower
hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent and Borrower shall be deemed to have authorized
Administrative Agent, Arrangers, L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public
information with respect to Parent and Borrower or their Equity Interests for purposes of United States federal and state securities
laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth
in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through
a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and the Arrangers
shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on
a portion of the Platform not designated “Public Side Information.”


 


7.03       Notices.
Promptly notify the Administrative Agent and each Lender:


 


(a)          of
the occurrence of any Default;


 


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


 


(c)          of
the occurrence of any ERISA Event; and


 


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


 


Each notice pursuant
to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details
of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.
Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.


 


7.04         Payment
of Obligations. Pay and discharge as the same shall become due and payable, all its obligations
and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves
in accordance with GAAP are being maintained by the Parent or such Subsidiary; (b) all lawful claims which, if unpaid, would by
law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions
contained in any instrument or agreement evidencing such Indebtedness.


 


7.05         Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the
Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.03 or 8.04; (b) take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation
of which could reasonably be expected to have a Material Adverse Effect.


 




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7.06         Maintenance
of Properties. (a) Maintain, preserve and protect all of its material properties and equipment
necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all
necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect.


 


7.07         Maintenance
of Insurance. Maintain, or cause to be maintained, with financially sound and reputable insurance
companies which are not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage
of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts
as are customarily carried under similar circumstances by such other Persons or as may be required by Law, taking into consideration
tenants that carry insurance in lieu of that normally carried by owners of similar Property or self-insure in lieu of such insurance.


 


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


 


7.09         Books
and Records. (a) Maintain proper books of record and account, in which full, true and correct
entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets
and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such
Subsidiary, as the case may be.


 


7.10         Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof
or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public
accountants, all at the expense of the Borrower (after the occurrence of and during the continuance of an Event of Default) and
at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice
to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or
any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower
at any time during normal business hours and without advance notice.


 


7.11         Use
of Proceeds. Use (a) the proceeds of the initial Credit Extensions to repay in full all
outstanding Indebtedness under the Existing Revolving Credit Agreement and (b) the proceeds of any other Credit Extensions
for general corporate purposes and all other lawful purposes including for debt repayment, working capital, capital expenditures,
and acquisitions, new construction, redevelopment, renovations, expansions, tenant improvement costs, joint ventures, note purchases,
and construction primarily associated with income producing, retail properties, but not in contravention of any Law or of any Loan
Document.


 


7.12         Unencumbered
Pool Properties. Except where the failure to comply with any of the following would not have
a Material Adverse Effect, each of Parent and Borrower shall cause each other Loan Party and use commercially reasonable efforts
to cause the applicable tenant, to:


 




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(a)          pay
all real estate and personal property taxes, assessments, water rates or sewer rents, maintenance charges, impositions, and any
other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Unencumbered
Pool Property, now or hereafter levied or assessed or imposed against any Unencumbered Pool Property or any part thereof (except
those which are being contested in good faith by appropriate proceedings diligently conducted);


 


(b)          promptly
pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in
connection with any Unencumbered Pool Property (except those which are being contested in good faith by appropriate proceedings
diligently conducted), and in any event never permit to be created or exist in respect of any Unencumbered Pool Property or any
part thereof any other or additional Lien or security interest other than Permitted Liens ;


 


(c)          operate
the Unencumbered Pool Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance
with such Loan Party’s prudent business judgment; and


 


(d)          cause
each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material
rights and privileges granted for or applicable to each Unencumbered Pool Property.


 


7.13         Subsidiary
Guarantor Organizational Documents. Each of Parent and Borrower shall, and shall cause each
other Subsidiary Guarantor to, at its expense, maintain the Organization Documents of each Subsidiary Guarantor in full force
and effect, without any cancellation, termination, amendment, supplement, or other modification of such Organization Documents,
except as explicitly required by their terms (as in effect on the date hereof), except for amendments, supplements, or other modifications
that do not adversely affect the interests of the Lenders in any material respect.


 


7.14       Additional
Guarantors; Release of Guarantors.


 


(a)          No
later than the date the Borrower is required to deliver a Compliance Certificate pursuant to Section 7.02(a) with respect
to a fiscal quarter (or fiscal year in the case of the fourth fiscal quarter of a fiscal year) during which (x) a Person became
a Subsidiary (other than an Excluded Subsidiary or an Immaterial Subsidiary), (y) an Excluded Subsidiary ceased to be subject
to the restriction which prevented it from becoming a Guarantor on the Closing Date or pursuant to this Section or (z) the
value of the assets of an Immaterial Subsidiary precluded it from continuing to qualify as an Immaterial Subsidiary, the Borrower
shall cause such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the
Guaranty (or such other document as the Administrative Agent shall deem appropriate for such purpose) each of the following in
form and substance satisfactory to the Administrative Agent: (i) a counterpart of the Guaranty or such other document as the
Administrative Agent may deem appropriate for such purpose executed by such Subsidiary and (ii) the items that would have
been delivered under subsections (iii) through (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary on the
Agreement Date; provided, however, the requirement for delivery of a legal opinion referred to in Section 5.01(a)(v)
shall only apply to a Subsidiary to which $15,000,000 or more of Total Asset Value is attributable.


 




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(b)          The
Borrower may notify the Administrative Agent in writing that a Guarantor (other than the Parent) is to be released from the Guaranty,
and following receipt of such notice the Administrative Agent shall release such Guarantor from the Guaranty, so long as: (i) upon
its release from the Guaranty such Subsidiary will either become an Excluded Subsidiary or an Immaterial Subsidiary or shall cease
to be a Subsidiary of the Borrower, in each case, as a result of a transaction permitted hereunder; (ii) no Default shall
then be in existence or would occur as a result of such release, including without limitation; (iii) the representations and
warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party,
shall be true and correct on and as of the date of such release with the same force and effect as if made on and as of such date
except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations
and warranties shall have been true and correct on and as of such earlier date); and (iv) the Administrative Agent shall have
received such written notice at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent)
prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such notice 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. Upon the Borrower’s
written request, the Administrative Agent shall execute such documents as the Borrower may reasonably request (and at the expense
of the Borrower) to evidence the release of a Guarantor from the Guaranty.


 


7.15         Environmental
Matters. Comply and cause each other Loan Party and each other Subsidiary to, comply with all
Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. The Loan Parties
shall use commercially reasonable efforts to cause all other Persons occupying, using or present on the Properties to comply, with
all Environmental Laws in all material respects. The Loan Parties shall promptly take all actions and pay or arrange to pay all
costs necessary for it and for the Properties to comply in all material respects with all Environmental Laws and all Governmental
Approvals, including actions to remove and dispose of all Hazardous Materials and to clean up the Properties, each as required
under Environmental Laws. The Loan Parties shall promptly take all actions necessary to prevent the imposition of any Liens on
any of their respective properties arising out of or related to any Environmental Laws. Nothing in this Section shall impose any
obligation or liability whatsoever on the Administrative Agent or any Lender.


 


7.16         REIT
Status; New York Stock Exchange Listing. The Parent shall at all times (i) maintain its REIT
status, and (ii) remain a publicly traded company listed on the New York Stock Exchange or another national stock exchange located
in the United States.


 


7.17         Anti-Money
Laundering/International Trade Law Compliance. No Covered Entity will become a Sanctioned Person.
No Covered Entity, either in its own right or through any third party, will (a) have any of its assets in a Sanctioned Country
or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with,
or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation
of any Anti-Terrorism Law; (c) engage in any dealings or transactions prohibited by any Anti-Terrorism Law; or (d) use the Term
Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned
Person in violation of any Anti-Terrorism Law. The funds used to repay the Obligations will not be derived from any unlawful activity.
Each Covered Entity shall comply with all Anti-Terrorism Laws. The Borrower shall promptly notify the Administrative Agent in writing
upon the occurrence of a Reportable Compliance Event. The first, second and fourth sentences of this Section shall not apply to
Shareholder Covered Entities.


 


7.18         Interest
Rate Protection. As promptly as practicable, and in any event no later than 60 days after the
Closing Date, the Borrower will enter into, and maintain in effect, one or more interest rate swaps, interest rate “cap”
or “collar” agreements or other similar Swap Contracts which effectively limit the Borrower’s exposure to variable
interest rate risk in respect of an aggregate notional amount at least equal to the outstanding principal amount of the Term Loans
of each Class and for a period ending no earlier than the Maturity Date for such Class (giving effect to any existing Master Agreement,
schedules and trade confirmations and to any forward starting interest rate swaps).


 




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ARTICLE VIII. NEGATIVE
COVENANTS


 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Loan Parties shall not, nor shall they permit any Subsidiary to, directly or indirectly:


 


8.01       [Intentionally
Omitted]


 


8.02       Investments.
Make any Investments, except:


 


(a)          Investments
in the form of cash or cash equivalents;


 


(b)          Investments
existing on the date hereof and set forth on Schedule 6.13;


 


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


 


(d)          Investments
of the Guarantor and the Borrower in the form of Equity Interests and investments of the Borrower in any wholly-owned Subsidiary,
and Investments of Borrower directly in, or of any wholly-owned Subsidiary in another wholly-owned Subsidiary which owns, real
property assets which are located within the United States, provided in each case the Investments held by Borrower or Subsidiary
are in accordance with the provisions of this Section 8.02 other than this Section 8.02(d);


 


(e)          Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business;


 


(f)          Investments
in unimproved land holdings not to at any time exceed five percent (5%) of Total Asset Value;


 


(g)          Investments
in mortgages, mezzanine loans and notes receivable not to at any time exceed ten percent (10%) of Total Asset Value;


 


(h)          Investments
in Construction in Progress not to at any time exceed fifteen percent (15%) of Total Asset Value;


 


(i)          Investments
in non-wholly owned Subsidiaries and Unconsolidated Affiliates not to at any time exceed ten percent (10%) of Total Asset Value;
and


 


(j)          Investments
in Real Property assets that are not retail Properties not to at any time exceed ten percent (10%) of Total Asset Value.


 


Determinations of whether
an Investment in an asset is permitted will be made after giving effect to the subject Investment. Investments pursuant to clauses
(f) through (j) above in the aggregate will not exceed twenty-five percent (25%) of Total Asset Value.


 


8.03         Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter
acquired) to or in favor of any Person, except that, so long as no Event of Default has occurred and is continuing or would result
therefrom:


 




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(a)          any
Loan Party (other Parent or Borrower) may merge with (i) Parent or Borrower; provided that Parent or Borrower, as
applicable, shall be the continuing or surviving Person, or (ii) any other Loan Party, or (iii) any other Person; provided
that, if such Loan Party owns an Unencumbered Pool Property and is not the surviving entity, then such Property shall cease to
be an Unencumbered Pool Property;


 


(b)          any
Loan Party (other than Parent or Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or
otherwise) to another Loan Party;


 


(c)          any
Loan Party may Dispose of a Property owned by such Loan Party in the ordinary course of business and for fair value; provided
that if such Property is a Unencumbered Pool Property, then such Property shall cease to be an Unencumbered Pool Property;


 


(d)          Parent
or Borrower may merge or consolidate with another Person so long as either Parent or Borrower, as the case may be, is the surviving
entity, shall remain in pro forma compliance with the covenants set forth in Section 8.14 below after giving effect to such
transaction, and Borrower obtains the prior written consent in writing of the Required Lenders in their sole discretion; and


 


(e)          a
Subsidiary that is not (and is not required to be) a Loan Party may liquidate or otherwise dissolve, provided that immediately
prior to any such liquidation or dissolution and immediately thereafter and after giving effect thereto, no Default is or would
be in existence.


 


Nothing in this Section
shall be deemed to prohibit the sale or leasing of Property or portions of Property in the ordinary course of business.


 


8.04       Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except:


 


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


 


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


 


(c)          any
other Dispositions of Properties or other assets in an arm’s length transaction; provided that the Borrower
and the Parent will remain in pro forma compliance with the covenants set forth in Section 8.14 after giving effect to such
transaction; and


 


(d)          leases
and subleases of Properties, as lessor or sublessor (as the case may be), in the ordinary course of business.


 


8.05       Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that:


 




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(a)          so
long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, each
Subsidiary may make Restricted Payments to Parent, Borrower, and any other Person that owns an Equity Interest in such Subsidiary,
ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being
made;


 


(b)          so
long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, any
Loan Party may declare and make dividend payments or other distributions payable solely in the common Equity Interests or other
Equity Interests of such Loan Party including (i) “cashless exercises” of options granted under any share option plan
adopted by Parent, (ii) distributions of rights or equity securities under any rights plan adopted by Borrower or Parent, and (iii) distributions
(or effect stock splits or reverse stock splits) with respect to its Equity Interests payable solely in additional shares of its
Equity Interests;


 


(c)          so
long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, Borrower,
Parent and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from
the substantially concurrent issue of new shares of its common Equity Interests or other Equity Interests; and


 


(d)          Parent
may and Borrower may make any Permitted Distributions.


 


8.06         Change
in Nature of Business. Engage in any material line of business substantially different from
those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related
or incidental thereto.


 


8.07         Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of a Loan Party, whether
or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Loan Party
as would be obtainable by such Loan Party at the time in a comparable arm’s length transaction with a Person other than an
Affiliate.


 


8.08         Burdensome
Agreements. Enter into any Contractual Obligation (other than this Agreement, any other Loan
Document or any Comparable Credit Facility) that (a) limits the ability (i) of any Subsidiary (other than an Excluded Subsidiary)
to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor,
(ii) of any Subsidiary (other than an Excluded Subsidiary) to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower
or any Subsidiary to create, incur, assume or suffer to exist Liens on any Unencumbered Pool Properties (other than Permitted Liens).



 


8.09         Use
of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to
extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for
such purpose. 


 


8.10         Minimum
Number of Unencumbered Pool Properties. Without the prior written consent of Required Lenders
allow there to be less than twenty (20) Unencumbered Pool Properties.


 


8.11         Industry
Concentration. Not permit more than 20% (or 40% in the case of retail drug stores and pharmacies)
of annualized base rents of the Loan Parties and their Subsidiaries for any twelve (12) month period to be attributable to any
one industry type.


 


8.12         [Intentionally
Omitted] .


 


8.13         Negative
Pledge. Not permit the incurrence of any Indebtedness (other than the Credit Extensions) secured
by any Lien granted by a Loan Party on any Unencumbered Pool Property.


 


8.14        Financial
Covenants. Not, directly or indirectly, permit:


 


(a)          Maximum
Leverage Ratio. Total Indebtedness to exceed 60% of Total Asset Value at any time.


 




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(b)          Maximum
Secured Leverage Ratio. Total Secured Indebtedness to exceed 40% of Total Asset Value at any time.


 


(c)          Minimum
Tangible Net Worth. Tangible Net Worth at any time to be less than the sum of (i) $240,998,541 plus (ii) an amount
equal to seventy-five percent (75%) of net equity proceeds received by the Parent after March 31, 2014 (other than proceeds
received in connection with any dividend reinvestment program).


 


(d)          Minimum
Fixed Charge Coverage Ratio. The ratio of Adjusted EBITDA to Fixed Charges to be less than 1.50 to 1.0 at any time.


 


(e)          Maximum
Secured Recourse Indebtedness. Total Indebtedness that is Secured Recourse Indebtedness to be in excess of fifteen percent
(15%) of Total Asset Value at any time.


 


(f)          Maximum
Unencumbered Leverage Ratio. Total Indebtedness that is Unsecured Indebtedness to exceed sixty percent (60%) of Unencumbered
Asset Value at any time.


 


(g)          Minimum
Unsecured Interest Expense Ratio. The ratio of Unencumbered Pool NOI to Unsecured Interest Expense to be less than 2.00 to
1.00 at any time.


 


ARTICLE IX. EVENTS
OF DEFAULT AND REMEDIES 


 


9.01        Events
of Default. Any of the following shall constitute an Event of Default:


 


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


 


(b)          Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 7.01,
7.02, 7.03, 7.05, 7.10, 7.11, 7.14, 7.16, 7.17, 7.18 or Article VIII (other than Section 8.14(f) and 8.14(g));
or


 


(c)          Unencumbered
Pool Covenant Compliance. The Borrower fails to perform or observe any term, covenant or agreement contained in Section 8.14(f)
or 8.14(g) and such failure continues for 10 days; or


 


(d)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsections (a),
(b) or (c) above) contained in any Loan Document on its part to be performed or observed and such failure continues
for 30 days, or such longer period of time as is reasonably necessary to cure such failure, provided that the Loan Party has commenced
and is diligently prosecuting the cure of such failure and cures it within an additional 30 day period; or


 


(e)          Anti-Money
Laundering/International Trade Law Compliance. Any representation or warranty contained in Section 6.18 is or becomes
false or misleading at any time; or


 


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


 




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(g)          Cross-Default.
(i) The Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) after taking into account any applicable grace or cure periods in respect of any (a) Recourse
Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than $20,000,000, or (b) Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than
$25,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee
described in subsections (a) or (b), above, or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders
of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease
or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in
respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such
Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract
as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by the Borrower or such Subsidiary as a result thereof is greater than $5,000,000; or


 


(h)          Insolvency
Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part
of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues undischarged or unstayed for 90 calendar days; or any proceeding
under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the
consent of such Person and continues undismissed or unstayed for 90 calendar days, or an order for relief is entered in any such
proceeding; or


 


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


 


(j)          Judgments.
There is entered against the Borrower or any Subsidiary (i) one or more final judgments or orders for the payment of money in an
aggregate amount (as to all such judgments or orders) exceeding $5,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or
could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 




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(k)          ERISA.
(i) An ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with other ERISA Events
that have occurred, could reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount
exceeding $5,000,000, (ii) there is or arises Unfunded Pension Liability for all Plans (not taking into account Plans with negative
Unfunded Pension Liability) in an aggregate amount exceeding $5,000,000, or (iii) there is or arises any Withdrawal Liability as
regards the Borrower or any ERISA Affiliate in an aggregate amount exceeding $5,000,000; or


 


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


 


(m)          Change
of Control. There occurs any Change of Control; or


 


(n)          REIT
Status of Parent. Parent ceases to be treated as a REIT.


 


9.02         Remedies
Upon Event of Default. If any Event of Default occurs and is continuing and after giving effect
to all applicable notice and cure periods, the Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:


 


(a)          declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;


 


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


 


(c)          require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and


 


(d)          exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under
the Loan Documents;


 


provided, however,
that upon the occurrence of an Event of Default described in Section 9.01(h) with respect to the Borrower, the obligation
of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become
due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically
become effective, in each case without further act of the Administrative Agent or any Lender.


 


9.03         Application
of Funds. After the exercise of remedies provided for in Section 9.02 (or after
the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be
Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall,
subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order:


 




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


 


Second, to payment
of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter
of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective
Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts
described in this clause Second payable to them;


 


Third, to payment
of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings,
interest on other Obligations and prepayment premiums payable to the Term Lenders under Section 2.06(d) or (e),
ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable
to them;


 


Fourth, to payment
of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, and Obligations under Swap Contracts
ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held
by them;


 


Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections
2.04 and 2.17; and


 


Last, the balance,
if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.


 


Subject to Sections
2.04(c) and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause
Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit
as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.


 


ARTICLE X. ADMINISTRATIVE
AGENT


 


10.01         Appointment
and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints PNC to act
on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent
to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely
for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party
shall have rights as a third party beneficiary of any of such provisions. Without limiting the generality of the foregoing, the
use of the term “agent” or other similar terms in this Agreement with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.
Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties. 


 




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10.02         Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent
and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders. The Lenders acknowledge that, as a result of engaging
in such businesses, the Administrative Agent or its Affiliates may (a) receive information regarding the Loan Parties or any
of their Affiliates (including information that may be subject to confidentiality obligations in favor of the Loan Parties or their
Affiliates) in connection with other transactions or business and shall be under no obligation to provide such information to the
Lenders, and (b) accept fees and other consideration from the Loan Parties for services in connection with this Agreement
and otherwise without having to account for the same to the Lenders.


 


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


 


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


 


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


 


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


 


The Administrative
Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence
of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any of the other Loan Documents unless it shall first be indemnified to its satisfaction
by the Lenders against any and all liability and expense which may be incurred by the Administrative Agent by reason of taking
or continuing to take any such action. The Administrative Agent shall not be deemed to have knowledge of any Default unless and
until notice describing such Default and stating that such notice is a “notice of default” is given to the Administrative
Agent by the Borrower, a Lender or the L/C Issuer.


 




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The Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent. No claim may be made by any Lender, the L/C Issuer, the
Administrative Agent, or any of their Related Parties against the Administrative Agent, any Lender, the L/C Issuer or any of their
Related Parties, or any of them, for any special, indirect or consequential damages or, to the fullest extent permitted by Law,
for any punitive damages in respect of any claim or cause of action (whether based on contract, tort, statutory liability, or any
other ground) based on, arising out of or related to any Loan Document or the transactions contemplated hereby or any act, omission
or event occurring in connection therewith, including the negotiation, documentation, administration or collection of the Loans,
and the Administrative Agent and each Lender hereby waives, releases and agrees never to sue upon any claim for any such damages,
whether such claim now exists or hereafter arises and whether or not it is now known or suspected to exist in its favor. Each Lender
hereby agrees that, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative
Agent hereunder, the Administrative Agent and each of its Related Parties shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise),
prospects or creditworthiness of any of the Loan Parties that may come into the possession of the Administrative Agent or any of
its Related Parties.


 


In the absence of gross
negligence or willful misconduct, the Administrative Agent shall not be liable for any error in computing the amount payable to
any Lender or the L/C Issuer whether in respect of any Loan, any fees or any other amounts due to the Lenders or the L/C Issuer
under this Agreement. In the event an error in computing any amount payable to any Lender or the L/C Issuer is made, the Administrative
Agent, the Borrower and each affected Lender shall, forthwith upon discovery of such error, make such adjustments as shall be required
to correct such error, and any compensation therefor will be calculated at the Federal Funds Open Rate.


 


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


 


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


 




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10.06       Resignation
of Administrative Agent. 


 


(a)          The
Administrative Agent may at any time, and at the request of the Required Lenders as a result of Administrative Agent’s gross
negligence or willful misconduct in performing its duties under this Agreement shall, give notice of its resignation to the Lenders,
the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and
under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through
the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative
Agent.


 


(b)          Any
resignation by PNC as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing
Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
(ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder
or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters
of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.


 


10.07         Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that
it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any
other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender and the L/C Issuer
expressly acknowledges that the Administrative Agent has not made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of any of the Loan Parties, shall be deemed to constitute
any representation or warranty by the Administrative Agent to any Lender.


 




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10.08         No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers or the Syndication Agents listed
on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.


 


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


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.04(i) and (j),
2.10 and 11.04) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel,
and any other amounts due the Administrative Agent under Sections 2.10 and 11.04.


 


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


 


10.10         Collateral
and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion,


 


(a)          to
release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of
the Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or
termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative
Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document, or (iii) subject to Section 11.01, if approved, authorized or ratified in writing
by all Lenders;


 




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(b)          [reserved];
and


 


(c)          to
release any Subsidiary Guarantor from its obligations under the Guaranty if such release is permitted under Section 7.14(b).


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant
to this Section 10.10.


 


10.11         No
Reliance on Administrative Agent’s Customer Identification Program. Each of the Lenders
and the L/C Issuer acknowledges and agrees that neither such Person, nor any of its Affiliates, participants or assignees, may
rely on the Administrative Agent to carry out such ’Person’s, Affiliate’s, participant’s or assignee’s
customer identification program, or other obligations required or imposed under or pursuant to the PATRIOT Act or the regulations
thereunder, including the regulations contained in 31 CFR 1020.220 (as hereafter amended or replaced, the “CIP Regulations”),
or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with
any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby:
(i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices
or (v) other procedures required under the CIP Regulations or such other Anti-Terrorism Law.


 


10.12         Consents
and Approvals. All communications from the Administrative Agent to all of the Lenders or Lenders
of one or more Classes requesting such Lenders’ determination, consent, approval or disapproval (a) shall be given in
the form of a written notice to each applicable Lender, (b) shall be accompanied by a description of the matter or time as
to which such determination, approval, consent or disapproval is requested, or shall advise each such Lender where such matter
or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (c) shall include, if reasonably
requested by a Lender and to the extent not previously provided to such Lender, written materials and an overview of any other
information provided to the Administrative Agent by the Loan Parties in respect of the matter or issue to be resolved, and (d) shall
include the Administrative Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply
promptly, but in any event within 10 Business Days after receipt of any such request from the Administrative Agent (the “Lender
Reply Period”). Unless a Lender shall give written notice to the Administrative Agent that it objects to the recommendation
or determination of the Administrative Agent (together with a written explanation of the reasons behind such objection) within
the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination;
provided, that such deemed consent shall not apply to the amendments, waivers and consents set forth in subsections
(a) through (h) of the proviso included in the first sentence of Section 11.01. With respect to decisions requiring
the approval of the Required Lenders, Required Class Lenders of a Class of Lenders or all Lenders, the Administrative Agent shall
submit its recommendation or determination for approval of or consent to such recommendation or determination to all applicable
Lenders and upon receiving the required approval or consent shall follow the course of action or determination of the Required
Lenders or the Required Class Lenders of such Class of Lenders (and each nonresponding Lender shall be deemed to have concurred
with such recommended course of action) or all Lenders, as the case may be.


 




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ARTICLE XI. MISCELLANEOUS


 


11.01         Amendments,
Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure
by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the
Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


 


(a)          waive
any condition set forth in Section 5.01(a) without the written consent of each Lender;


 


(b)          extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written
consent of such Lender;


 


(c)          postpone
any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees
or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under
any other Loan Document without the written consent of each Lender directly affected thereby;


 


(d)          reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document,
or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining
the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the
written consent of each Lender directly affected thereby; provided, however, that (x) only the consent of the Required
Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to
pay interest at the Default Rate and (y) only the consent of the Required Class Lenders of Revolving Lenders shall be necessary
to waive any obligation of the Borrower to pay Letter of Credit Fees at the Default Rate;


 


(e)          change
Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent
of each Lender;


 


(f)          change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender; provided, however, the definition of the term “Required
Class Lenders” as it relates to a particular Class of Lenders and the number or percentage of a Class of Lenders required
to make any determinations or waive any rights hereunder or to modify any provision hereof, may, solely with respect to such Class
of Lenders, may be amended, waived or modified with the consent of each Lender in such Class;


 


(g)          release
any collateral without the written consent of each Lender, except to the extent the release of such collateral is permitted pursuant
to Section 10.10 or otherwise permitted pursuant to the terms of this Agreement (in which case such release may be
made by Administrative Agent acting alone); or


 




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(h)          release
any Guarantor without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant
to Section 10.10 or otherwise permitted pursuant to the terms of this Agreement (in which case such release may be made
by the Administrative Agent acting alone); and


 


provided further,
that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required
above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender
in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) an Engagement
Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) any
term of this Agreement or of any other Loan Document relating solely to the rights or obligations of the Lenders of a particular
Class, and not Lenders of any other Class, may be amended, and the performance or observance by the Borrower or any other Loan
Party or any Subsidiary of any such terms may be waived (either generally or in a particular instance and either retroactively
or prospectively) with, and only with, the written consent of the Required Class Lenders for such Class of Lenders (and, in the
case of an amendment to any Loan Document, the written consent of each Loan Party which is a party thereto); and (vi) while
any Term Loans remain outstanding, no amendment, waiver or consent shall amend, modify or waive (A) Section 5.02 or any
other provision of this Agreement or any other Loan Document if the effect of such amendment, modification or waiver is to (1)
require the Revolving Lenders to make Revolving Loans, (2) require the L/C Issuer to issue Letters of Credit or (3) require the
Swing Line Lender to make Swing Line Loans, in each case, when such Lenders or the L/C Issuer would not otherwise be required to
do so, (B) the amount of the Swing Line Sublimit or (C) the Letter of Credit Sublimit, in each case, without the prior
written consent of the Required Class Lenders of the Revolving Lenders. Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable
Lenders other than Defaulting Lenders), except that (x) a Commitment of any Defaulting Lender may not be increased or extended
without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of
such Defaulting Lender.


 


11.02       Notices;
Effectiveness; Electronic Communication.


 


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


 


(i)          if
to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic
mail address or telephone number specified for such Person on Schedule 11.02; and


 


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


 




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


 


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


 


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


 


(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials
through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court
of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed
to direct or actual damages).


 




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


 


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


 


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


 


Notwithstanding anything
to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings
at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance
with Section 9.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing
shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing
Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line
Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 11.08 (subject to the terms of Section 2.14), or (d) any Lender from filing proofs of claim or appearing
and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant
to Section 9.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding
proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies
available to it and as authorized by the Required Lenders.


 




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11.04      Expenses;
Indemnity; Damage Waiver.


 


(a)          Costs
and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection
with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer
(including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer, in connection
with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit).


 


(b)          Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee
by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions
contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section
3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by
the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability
related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any
other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other
Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim
as determined by a court of competent jurisdiction.


 




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(c)          Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any
Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),
the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any
of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The
obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).


 


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


 


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


 


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


 


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


 




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11.06     Successors
and Assigns.


 


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


 


(b)          Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall
be subject to the following conditions:


 


(i)          Minimum
Amounts.


 


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


 


(B)         in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of a given Class of Commitments (which
for this purpose includes Loans outstanding thereunder) or, if the applicable Class of Commitments is not then in effect, the principal
outstanding balance of the applicable Class of Loans of the assigning Lender subject to each such assignment, determined as of
the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each
of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to
members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to
an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether
such minimum amount has been met.


 


(ii)         Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not (x) apply to rights in respect of the Swing Line Lender’s rights and obligations in respect of Swing Line Loans
and (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro
rata basis.


 




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


 


(A)         the
consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default has occurred
and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved
Fund; provided that the Borrower shall be deemed to have
consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business
Days after having received notice thereof; 


 


(B)         the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment
is to a Person that is not a Lender with a Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund
with respect to such Lender;


 


(C)         the
consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect
of the Revolving Credit Facility; and


 


(D)         the
consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment
in respect of the Revolving Credit Facility.


 


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


 


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


 


(vi)        Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full
pro rata share of all Loans and, in the case of a Defaulting Lender that is a Revolving Lender, participations in Letters of Credit
and Swing Line Loans. 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.


 




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Subject to acceptance
and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to
the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with subsection (d) of this Section.


 


(c)          Register.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C
Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation,
and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower
and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 


(d)          Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or
other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection
(e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08
as though it were a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were
a Lender.


 




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(e)          Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower,
to comply with Section 3.01(e) as though it were a Lender.


 


(f)          Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations
to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(g)          Resignation
as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time
PNC assigns all of its Commitment and Loans pursuant to subsection (b) above, PNC may, (i) upon 30 days’ notice to
the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line
Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of PNC as L/C Issuer or Swing Line Lender, as the case may
be. If PNC resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations
with respect thereto (including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations
in Unreimbursed Amounts pursuant to Section 2.04(c)). If PNC resigns as Swing Line Lender, it shall retain all the rights
of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Revolving Lenders to make Base Rate Loans or fund risk participations
in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing
Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory
to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit.


 


11.07         Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the
L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees,
advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document
or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee
invited to be a Lender pursuant to Section 2.16 or (ii) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available
to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from
a source other than the Borrower. For purposes of this Section, “Information” means all information received from
the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior
to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary
after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation
to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information.


 




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


 


11.08         Right
of Setoff.   If an Event of Default shall have occurred and be continuing, each Lender, the
L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing
by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan
Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this
Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the
Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that
any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to
the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to
other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates
may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such
setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and
application.


 


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


 




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11.10         Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of
this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


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


 


11.12         Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid
or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting
Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the
Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 


 


11.13         Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that:


 


(a)          the
Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);


 




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


 


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


 


(d)          such
assignment does not conflict with applicable Laws.


 


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


 


11.14         Governing
Law; Jurisdiction; Etc.


 


(a)          GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK OTHER THAN THE
CHOICE OF LAWS PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


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


 


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


 




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


 


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


 


11.16         No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated
hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower
and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(A) the arranging
and other services regarding this Agreement provided by the Administrative Agent and the Arrangers are arm’s-length commercial
transactions between the Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative
Agent and the Arrangers, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable
of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the
other Loan Documents; (ii)(A) the Administrative Agent and the Arrangers each is and has been acting solely as a principal and,
except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent
or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither
the Administrative Agent nor the Arrangers has any obligation to the Borrower, any other Loan Party or any of their respective
Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the
other Loan Documents; and (iii) the Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective
Affiliates, and neither the Administrative Agent nor the Arrangers has any obligation to disclose any of such interests to the
Borrower, any other Loan Party any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower
and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers
with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby.


 


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


 




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11.18         USA
PATRIOT Act. Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and
record information that identifies the Loan Parties, which information includes the names, addresses and taxpayer identification
numbers of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify
the Loan Parties in accordance with the Patriot Act. The Borrower shall, promptly following a request by the Administrative Agent
or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Patriot Act.


 


11.19         ENTIRE
AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG
THE PARTIES.


 


11.20         Effect
on Existing Term Loan Agreement.


 


(a)          Existing
Term Loan Agreement. Upon satisfaction of the conditions precedent set forth in Section 5.01, this Agreement shall
exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Term Loan Agreement,
and the Existing Term Loan Agreement shall be superseded by this Agreement in all respects, in each case, on a prospective basis
only.


 


(b)          NO
NOVATION. THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT SOLELY TO AMEND AND RESTATE THE TERMS OF, AND THE OBLIGATIONS
OWING UNDER AND IN CONNECTION WITH, THE EXISTING TERM LOAN AGREEMENT PURSUANT TO THE TERMS AND PROVISIONS OF THIS AGREEMENT. THE
PARTIES DO NOT INTEND THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER UNDER OR IN CONNECTION WITH THE
EXISTING TERM LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE EXISTING TERM LOAN AGREEMENT).


 


[remainder of page intentionally
left blank]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Revolving Credit and Term Loan Agreement to be executed by their authorized officers all as
of the date first above written.


 


	 	AGREE LIMITED PARTNERSHIP,
	 	a Delaware limited partnership
	 	 	 
	 	By:	Agree Realty Corporation, 
	 	 	a Maryland corporation, its sole general partner
	 	 	 
	 	 	By:	/s/ Joel N. Agree
	 	 	 	Name: Joel N. Agree
	 	 	 	Title:   President


 


[Signatures Continued
on Next Page]


 




    	 



    	 



    

 


[Signature Page to
Revolving Credit and Term Loan Agreement with Agree Limited Partnership]


 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent, Issuing Bank, Swing Line Lender and as a Lender
	 	 	 
	 	By:	/s/ David C. Drouillard
	 	 	Name: David C. Drouillard
	 	 	Title: Senior Vice President


 


[Signatures Continued
on Next Page]


 




    	 



    	 



    

 


[Signature Page to
Revolving Credit and Term Loan Agreement with Agree Limited Partnership]


 


	 	CITIBANK, N.A.
	 	 	 
	 	By:	/s/ John Rowland
	 	 	Name: John Rowland
	 	 	Title: Vice President


 




    	 



    	 



    

 


[Signature Page to
Revolving Credit and Term Loan Agreement with Agree Limited Partnership]


 


	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Anthony J. Mathena
	 	 	Name: Anthony J. Mathena
	 	 	Title: Vice President


 




    	 



    	 



    

 


[Signature Page to
Revolving Credit and Term Loan Agreement with Agree Limited Partnership]


 


	 	ROYAL BANK OF CANADA
	 	 
	 	By:	/s/ Brian Gross
	 	 	Name: Brian Gross
	 	 	Title: Authorized Signatory


 




    	 



    	 



    

 


[Signature Page to
Revolving Credit and Term Loan Agreement with Agree Limited Partnership]


 


	 	BANK OF MONTREAL, CHICAGO BRANCH
	 	 
	 	By:	/s/ Aaron Lanski
	 	 	Name: Aaron Lanski
	 	 	Title: Managing Director


 




    	 



    	 



    

 


 


[Signature Page to
Revolving Credit and Term Loan Agreement with Agree Limited Partnership]


 


	 	CAPITOL ONE NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Frederick Denecke
	 	 	Name: Frederick Denecke
	 	 	Title: Senior Vice President


 




    	 



    	 



    

 


[Signature Page to
Revolving Credit and Term Loan Agreement with Agree Limited Partnership]


 


	 	SUNTRUST BANK
	 	 
	 	By:	/s/ Michael Kauffman
	 	 	Name: Michael Kaufman
	 	 	Title: Senior Vice President


 




    	 



    	 



    

 


[Signature Page to
Revolving Credit and Term Loan Agreement with Agree Limited Partnership]


 


	 	RAYMOND JAMES BANK, N.A.
	 	 
	 	By:	/s/ Alexander L. Rody
	 	 	Name: Alexander L. Rody
	 	 	Title: Senior Vice President


 




    	 



    	 



    

 


SCHEDULE 1.01(A)


 


Commitments


 


	 	 	 	 	 	New Term	 	 	 	 
	 	 	Revolving	 	 	Loan	 	 	Existing Term	 
	Lender	 	Commitment	 	 	Commitment	 	 	Loan	 
	PNC Bank, National Association	 	$	30,000,000	 	 	$	20,000,000	 	 	$	12,500,000	 
	Citibank, N.A.	 	$	30,000,000	 	 	 	-	 	 	 	-	 
	U.S. Bank National Association	 	$	25,000,000	 	 	 	-	 	 	 	-	 
	Royal Bank of Canada	 	$	25,000,000	 	 	 	-	 	 	 	-	 
	Bank of Montreal, Chicago Branch	 	$	20,000,000	 	 	 	-	 	 	$	12,500,000	 
	Capital One, N.A.	 	$	10,000,000	 	 	$	15,000,000	 	 	 	-	 
	SunTrust Bank	 	$	10,000,000	 	 	$	20,000,000	 	 	$	10,000,000	 
	Raymond James Bank, N.A.	 	 	-	 	 	$	10,000,000	 	 	 	-	 
	Total	 	$	150,000,000	 	 	$	65,000,000	 	 	$	35,000,000	 



 




    	 



    	 



    

 


SCHEDULE 11.02


 


Administrative Agent’s
Office; Certain Addresses for Notices


 


Administrative Agent:


 


Administrative Agent’s
Office


(for payments, Committed
Loan Notices and Swing Line Loan Notices):


 


PNC Bank, National Association,
as Administrative Agent


Mail Stop: P7-PFSC-04-V


500 First Avenue


Pittsburgh, PA  15219


Attention: Margaret Brown


Telephone: 412-768-9771


Telecopier: 412-705-2124


E-mail: margaret.brown@pnc.com


 


Other Notices as Administrative
Agent:


 


PNC Bank, National Association,
as Administrative Agent


755 W. Big Beaver (R1-YB94-24-1)


Troy, MI 48084


Attention: David C. Drouillard


Telephone: 248-729-8458


Telecopier: 248-729-8812


E-mail: david.drouillard@pnc.com


 




    	 



    	 



    

 


Borrower:


 


Agree Limited Partnership


31850 Northwestern Highway


Farmington Hills, MI
48334


Attention:Brian R. Dickman,
Chief Financial Officer


Phone: 248-419-6335


Fax:      248-737-9110


E-mail: bdickman@agreerealty.com


 


With a copy to:


 


Honigman Miller Schwartz
and Cohn LLP


39400 Woodward Avenue


Suite 101


Bloomfield Hills, MI
48304-5151


Attention: Lowell D.
Salesin


Phone: 248-566-8540


Fax:      248-566-8541


Email:   lsalesin@honigman.com


 






    	 



    	 



    

 



SCHEDULE
1.01 (B)

Guarantors


 


	1	Agree
    Realty Corporation	Maryland
    corporation
	2	Agree
    Brooklyn OH LLC	Ohio
    limited liability company
	3	Agree
    Portland OR LLC	Oregon
    limited liability company
	4	Agree
    Allentown PA LLC	Pennsylvania
    limited liability company
	5	Agree
    Lake Zurich IL, LLC	Illinois
    limited liability company
	6	Agree
    Ann Arbor State Street, LLC	Michigan
    limited liability company
	7	Agree
    Rochester NY LLC	New
    York limited liability company
	8	Agree
    Concord, LLC	North
    Carolina limited liability company
	9	Agree
    McKinney TX, LLC	Texas
    limited liability company
	10	Agree
    Ann Arbor Jackson, LLC	Delaware
    limited liability company
	11	Agree
    Rancho Cordova I LLC	California
    limited liability company
	12	Agree
    St. Joseph MO, LLC	Missouri
    limited liability company
	13	Agree
    Lake in the Hills, LLC	Illinois
    limited liability company
	14	Agree
    Cannon Station LLC	Delaware
    limited liability company
	15	Agree
    Port St. John LLC	Delaware
    limited liability company
	16	Agree
    Grand Forks LLC	North
    Dakota limited liability company
	17	Agree
    St. Augustine Shores, LLC	Delaware
    limited liability company
	18	Agree
    Pinellas Park, LLC	Michigan
    limited liability company
	19	Agree
    Anderson SC LLC	Delaware
    limited liability company



 



    	 



    	 



    

 


	20	Agree
    Atchison, LLC	Kansas
    limited liability company
	21	Agree
    Brighton, LLC	Delaware
    limited liability company
	22	Agree
    Plainfield, LLC	Michigan
    limited liability company
	23	Agree
    Statham GA, LLC	Georgia
    limited liability company
	24	Agree
    Lowell, LLC	Delaware
    limited liability company
	25	Agree
    Rapid City SD, LLC	South
    Dakota limited liability company
	26	Agree
    17-92, LLC	Florida
    limited liability company
	27	Agree
    Charlotte Poplar, LLC	North
    Carolina limited liability company
	28	Agree
    Fuquay Varina LLC	North
    Carolina limited liability company
	29	Agree
    Jacksonville NC, LLC	North
    Carolina limited liability company
	30	Agree
    Cochran GA, LLC	Georgia
    limited liability company
	31	Indianapolis
    Store No. 16, LLC	Delaware
    limited liability company
	32	Agree
    Poinciana LLC	Florida
    limited liability company
	33	Agree
    Indianapolis Glendale LLC	Delaware
    limited liability company
	34	Agree
    Joplin MO LLC	Missouri
    limited liability company
	35	Agree
    Lyons GA LLC	Georgia
    limited liability company
	36	Agree
    Fort Mill SC, LLC	South
    Carolina limited liability company
	37	Agree
    Pensacola Nine Mile LLC	Florida
    limited liability company
	38	Agree
    Harlingen LLC	Texas
    limited liability company
	39	Agree
    Chicago Kedzie, LLC	Illinois
    limited liability company
	40	Agree
    Pensacola LLC	Florida
    limited liability company
	41	Agree
    Wichita Falls TX LLC	Texas
    limited liability company



 



    	 



    	 



    

 


	42	Agree
    Minneapolis Clinton Ave, LLC	Minnesota
    limited liability company
	43	Agree
    Morrow GA, LLC	Georgia
    limited liability company
	44	Agree
    Southfield LLC	Michigan
    limited liability company
	45	Agree
    Venice, LLC	Florida
    limited liability company
	46	Agree
    Baton Rouge LA LLC	Louisiana
    limited liability company
	47	Agree
    Memphis Getwell, LLC	Tennessee
    limited liability company
	48	Agree
    Spartanburg SC LLC	South
    Carolina limited liability company
	49	Agree
    Manchester CT, LLC	Connecticut
    limited liability company
	50	Agree
    Forest MS LLC	Mississippi
    limited liability company
	51	Agree
    Madisonville TX LLC	Texas
    limited liability company
	52	Agree
    Forest VA LLC	Virginia
    limited liability company
	53	Agree
    Lebanon VA LLC	Virginia
    limited liability company
	54	Agree
    North Las Vegas, LLC	Nevada
    limited liability company
	55	Agree
    Sun Valley NV LLC	Nevada
    limited liability company
	56	Agree
    Springfield IL LLC	Illinois
    limited liability company
	57	Agree
    Berwyn IL LLC	Illinois
    limited liability company
	58	Mt
    Pleasant Shopping Center LLC	Michigan
    limited liability company
	59	Agree
    St Petersburg LLC	Florida
    limited liability company
	60	Lawrence
    Store No. 203, LLC	Delaware
    limited liability company
	61	Agree
    Ligonier PA, LLC	Pennsylvania
    limited liability company



 



    	 



    	 



    

 


SCHEDULE
6.05


MATERIAL
INDEBTEDNESS


 


	Mortgages and Notes Payable	 	Amount Outstanding at March 31, 2014	 
	 	 	 	 
	Revolving Credit Facility	 	$	15,988,273	 
	 	 	 	 	 
	Mortgages on eleven properties	 	$	25,000,000	 
	Walgreens (Atlantic Beach, FL)	 	 	 	 
	Rite Aid (Mt. Pleasant, MI)	 	 	 	 
	PNC (Antioch, IL)	 	 	 	 
	Natural Grocers (Wichita, KS)	 	 	 	 
	CVS (Mansfield, CT)	 	 	 	 
	CVS (Johnstown, OH)	 	 	 	 
	Big O Tires (Chandler, AZ)	 	 	 	 
	Aldi (New Lenox, IL)	 	 	 	 
	Jared (Baton Rouge, LA)	 	 	 	 
	Kohls (Salt Lake City, UT)	 	 	 	 
	Walgreens (Silver Springs, FL)	 	 	 	 
	 	 	 	 	 
	Mortgages on twelve properties	 	$	23,640,000	 
	Advance Auto (Marietta, GA)	 	 	 	 
	Advance Auto (Walker, MI)	 	 	 	 
	ATT (Wilmington, NC)	 	 	 	 
	Chase (Southfield, MI)	 	 	 	 
	Chase (Spring Grove, IL)	 	 	 	 
	Chase (Macomb Township, MI)	 	 	 	 
	CVS (Roseville, CA)	 	 	 	 
	Kohls (Tallahassee, FL)	 	 	 	 
	NTB (Dallas, TX)	 	 	 	 
	NTB (Madison, AL)	 	 	 	 
	Wawa (Baltimore, MD)	 	 	 	 
	Walgreens (Fort Walton Beach, FL)	 	 	 	 
	 	 	 	 	 
	Mortgage on eight properties	 	$	21,867,398	 
	Rite Aid (Roseville, MI)	 	 	 	 
	Rite Aid (Summit Township, MI)	 	 	 	 
	Walgreens (Delta Township, MI)	 	 	 	 
	Walgreens (Grand Rapids, MI)	 	 	 	 
	Walgreens and retail (Livonia, MI)	 	 	 	 
	Walgreens and Chase (Macomb, MI)	 	 	 	 
	Walgreens (Shelby Township, MI)	 	 	 	 



 






    	 



    	 



    

 





	Mortgage on six properties	 	$	8,844,518	 
	Walgreens (Rochester, MI) Walgreens (Ypsilanti, MI) Walgreens (Petoskey,
    MI) Walgreens (Flint, MI)	 	 	 	 
	Walgreens (Flint, MI)	 	 	 	 
	Walgreens (New Baltimore, MI)	 	 	 	 
	 	 	 	 	 
	Mortgage on three properties	 	$	9,432,084	 
	Walgreens (Flint, MI) Walgreens (Flint, MI) Walgreens (Flint, MI)	 	 	 	 
	 	 	 	 	 
	Mortgage on one property	 	$	9,208,663	 
	Lowes (Portland, OR)	 	 	 	 
	Subsequently paid off on June 2, 2014.	 	 	 	 
	 	 	 	 	 
	Mortgage on four properties	 	$	3,161,692	 
	Walgreens (Waterford, MI) Walgreens (Chesterfield, MI) Walgreens (Grand
    Blanc, MI) Walgreens (Pontiac, MI)	 	 	 	 
	 	 	 	 	 
	Mortgage on three properties	 	$	8,580,000	 
	Wawa (Clifton Heights, PA) Wawa (Newark, DE) Wawa (Vineland, NJ)	 	 	 	 
	 	 	 	 	 
	Mortgage on one property	 	$	3,257,170	 
	CVS (Leawood, KS)	 	 	 	 



 




    	 



    	 



    

 


In addition to the above
liabilities, the Company had the following outstanding liabilities as of March 31, 2014:


 


	Dividends and Distributions Payable	 	$	6,573,543	 
	Deferred Revenue	 	$	1,351,558	 
	Accrued Interest Payable	 	$	460,021	 
	Accounts Payable and Accrued Expenses	 	$	1,744,363	 
	Interest Rate Swap	 	$	436,599	 
	Deferred Income Taxes	 	$	705,000	 
	Tenant Deposits	 	$	40,647	 



 




    	 



    	 



    

 


SCHEDULE 6.06


 


Litigation


 


None.


 




    	 



    	 



    

 


SCHEDULE
6.08


 


Existing Liens


 


	Mortgages and Notes Payable	 	Amount Outstanding at March 31, 2014	 
	Revolving Credit Facility	 	$	15,988,273	 
	 	 	 	 	 
	Mortgages on eleven properties	 	$	25,000,000	 
	Walgreens (Atlantic Beach, FL)	 	 	 	 
	Rite Aid (Mt. Pleasant, MI)	 	 	 	 
	PNC (Antioch, IL)	 	 	 	 
	Natural Grocers (Wichita, KS)	 	 	 	 
	CVS (Mansfield, CT)	 	 	 	 
	CVS (Johnstown, OH)	 	 	 	 
	Big O Tires (Chandler, AZ)	 	 	 	 
	Aldi (New Lenox, IL)	 	 	 	 
	Jared (Baton Rouge, LA)	 	 	 	 
	Kohls (Salt Lake City, UT)	 	 	 	 
	Walgreens (Silver Springs, FL)	 	 	 	 
	 	 	 	 	 
	Mortgages on twelve properties	 	$	23,640,000	 
	Advance Auto (Marietta, GA)	 	 	 	 
	Advance Auto (Walker, MI)	 	 	 	 
	ATT (Wilmington, NC)	 	 	 	 
	Chase (Southfield, MI)	 	 	 	 
	Chase (Spring Grove, IL)	 	 	 	 
	Chase (Macomb Township, MI)	 	 	 	 
	CVS (Roseville, CA)	 	 	 	 
	Kohls (Tallahassee, FL)	 	 	 	 
	NTB (Dallas, TX)	 	 	 	 
	NTB (Madison, AL)	 	 	 	 
	Wawa (Baltimore, MD)	 	 	 	 
	Walgreens (Fort Walton Beach, FL)	 	 	 	 
	 	 	 	 	 
	Mortgage on eight properties	 	$	21,867,398	 
	Rite Aid (Roseville, MI)	 	 	 	 
	Rite Aid (Summit Township, MI) Walgreens (Delta Township, MI) Walgreens (Grand Rapids, MI) Walgreens and retail (Livonia, MI) Walgreens and Chase (Macomb, MI) Walgreens (Shelby Township, MI)	 	 	 	 



 






    	 



    	 



    

 





	Mortgage on six properties	 	$	8,844,518	 
	Walgreens (Rochester, MI) Walgreens (Ypsilanti, MI) Walgreens (Petoskey, MI) Walgreens (Flint, MI)	 	 	 	 
	Walgreens (Flint, MI)	 	 	 	 
	Walgreens (New Baltimore, MI)	 	 	 	 
	 	 	 	 	 
	Mortgage on three properties	 	$	9,432,084	 
	Walgreens (Flint, MI) Walgreens (Flint, MI) Walgreens (Flint, MI)	 	 	 	 
	 	 	 	 	 
	Mortgage on one property	 	$	9,208,663	 
	Lowes (Portland, OR)	 	 	 	 
	Subsequently paid off on June 2, 2014.	 	 	 	 
	 	 	 	 	 
	Mortgage on four properties	 	$	3,161,692	 
	Walgreens (Waterford, MI) Walgreens (Chesterfield, MI) Walgreens (Grand Blanc, MI) Walgreens (Pontiac, MI)	 	 	 	 
	 	 	 	 	 
	Mortgage on three properties	 	$	8,580,000	 
	Wawa (Clifton Heights, PA) Wawa (Newark, DE) Wawa (Vineland, NJ)	 	 	 	 
	Mortgage on one property	 	$	3,257,170	 
	CVS (Leawood, KS)	 	 	 	 






 






    	 



    	 



    

 


SCHEDULE 6.09


 


Environmental Matters


 


None.


 




    	 



    	 



    

 


SCHEDULE
6.13


 


Subsidiaries;
Other Equity Investments; Equity Invesments


 


Part (a) Outstanding Equity Interests


 


	Entity
    Name	Ownership
    %
	Agree
    Realty Corporation	Public
    Company
	Agree
    Limited Partnership	97%
                                         by Agree Realty Corporation

        3% by Limited
        Partner, Richard Agree

	Entities
    owned 100% by Agree Limited Partnership:	 
	Agree
    – Columbia Crossing Project, LLC *	 
	Ann
    Arbor Store No 1, LLC *	 
	Indianapolis
    Store No. 16, LLC	 
	Boynton
    Beach Store No. 150, LLC	 
	Mt
    Pleasant Shopping Center LLC	 
	Agree
    Facility No. 1, LLC	 
	Agree
    Bristol & Fenton Project, LLC	 
	Agree
    Realty South-East, LLC *	 
	Agree
    Elkhart, LLC	 
	Agree
    Plainfield, LLC	 
	Agree
    Port St. John LLC	 
	Agree
    Charlotte County, LLC	 
	Agree
    Silver Springs Shores, LLC	 
	Agree
    St. Augustine Shores, LLC	 
	Agree
    103-Middleburg Jacksonville, LLC *	 
	Agree
    Brighton, LLC	 



 



    	 



    	 



    

 


	Agree
    Lowell, LLC	 
	Agree
    Atlantic Beach, LLC	 
	Agree
    Southfield & Webster, LLC	 
	Agree
    Development, LLC	 
	Agree
    Realty Services, LLC	 
	Lawrence
    Store No. 203, LLC	 
	Agree
    Ann Arbor Jackson, LLC	 
	Agree
    Beecher LLC	 
	Agree
    Corunna LLC	 
	Agree
    Construction Management, LLC *	 
	Agree
    Atchison, LLC	 
	Agree
    Johnstown, LLC	 
	Agree
    Lake in the Hills, LLC	 
	NESOR
    REALTY VENTURES LLC *	 
	Agree
    Antioch, LLC	 
	Agree
    Concord, LLC	 
	Agree
    Mansfield, LLC	 
	Agree
    Tallahassee, LLC	 
	Agree
    Spring Grove, LLC	 
	Agree
    Shelby, LLC	 
	Agree
    Wilmington, LLC	 
	Agree
    Marietta, LLC	 
	Agree
    Boynton, LLC	 


 






    	 



    	 



    

 


	Agree
    Indianapolis, LLC	 
	Agree
    M-59 LLC	 
	Agree
    Dallas Forest Drive, LLC	 
	Agree
    Roseville CA, LLC	 
	Agree
    Wawa Baltimore, LLC	 
	Agree
    New Lenox, LLC	 
	Agree
    Chandler, LLC	 
	Agree
    Fort Walton Beach, LLC	 
	Agree
    Portland OR LLC	 
	Agree
    Rancho Cordova I LLC	 
	Agree
    Rancho Cordova II LLC	 
	Agree
    Southfield LLC	 
	Agree
    Poinciana LLC	 
	Agree
    Venice, LLC	 
	Agree
    Madison AL LLC	 
	Agree
    Leawood, LLC	 
	Agree
    Walker, LLC	 
	Agree
    17-92, LLC	 
	Agree
    Pinellas Park, LLC	 
	Agree
    Mall of Louisiana, LLC	 
	Agree
    Cochran GA, LLC	 
	Agree
    Tri-State Lease, LLC	 
	Agree
    Fort Mill SC, LLC	 


 






    	 



    	 



    

 


	Agree
    Spartanburg SC LLC	 
	Agree
    Springfield IL LLC	 
	Agree
    Jacksonville NC, LLC	 
	Agree
    Greenville SC, LLC *	 
	ACCP
    Maryland, LLC *	 
	Agree
    – Milestone Center Project, LLC *	 
	AMCP
    Germantown, LLC *	 
	Oklahoma
    City Store No. 151, LLC *	 
	Omaha
    Store No. 166, LLC *	 
	Phoenix
    Drive, LLC *	 
	Agree
    Morrow GA, LLC	 
	Agree
    Charlotte Poplar, LLC	 
	Agree
    East Palatka, LLC	 
	Agree
    Lyons GA LLC	 
	Agree
    Fuquay Varina LLC	 
	Agree
    Minneapolis Clinton Ave, LLC	 
	Agree
    Wichita, LLC	 
	Agree
    117 Mission, LLC	 
	Agree
    Holdings I, LLC	 
	Agree
    Lake Zurich IL, LLC	 
	Agree
    Ann Arbor State Street, LLC	 
	Agree
    Lebanon VA LLC	 
	Agree
    Harlingen LLC	 


 






    	 



    	 



    

 


	Agree
    Wichita Falls TX LLC	 
	Agree
    Pensacola LLC	 
	Agree
    Pensacola Nine Mile LLC	 
	2355
    Jackson Avenue, LLC	 
	Agree
    Statham GA, LLC	 
	Agree
    North Las Vegas, LLC	 
	Agree
    St. Joseph MO, LLC	 
	Agree
    Memphis Getwell, LLC	 
	Agree
    Chicago Kedzie, LLC	 
	Agree
    Sun Valley NV LLC	 
	Agree
    Rapid City SD, LLC	 
	Agree
    Manchester CT, LLC	 
	Agree
    Grand Forks LLC	 
	Agree
    Madisonville TX LLC	 
	Agree
    Brooklyn OH LLC	 
	Agree
    Baton Rouge LA LLC	 
	Agree
    Forest MS LLC	 
	Agree
    St Petersburg LLC	 
	Agree
    Berkeley Solano, LLC	 
	Agree
    Rochester NY LLC	 
	Agree
    New Lenox 2 LLC	 
	Agree
    Allentown PA LLC	 
	Agree
    Joplin MO LLC	 



 



    	 



    	 



    

 


	Agree
    Berwyn IL LLC	 
	Agree
    Anderson SC LLC	 
	Agree
    Cannon Station LLC (Ft Oglethorpe)	 
	Agree
    Forest VA LLC	 
	Agree
    Indianapolis Glendale LLC	 
	Agree
    Burlington, LLC	 
	Agree
    McKinney TX, LLC	 
	Agree
    Littleton CO, LLC	 
	Agree
    Ligonier PA, LLC	 


* Denotes Immaterial
Subsidiaries


 


Part (b) Additional
Direct or Indirect Equity Interests


 


	None	 



 


Part (c) Outstanding
Equity Interests of Property Owners


 


	100%
    by Agree Limited Partnership:	 
	Agree
    Brooklyn OH LLC	 
	Agree
    Portland OR LLC	 
	Agree
    Allentown PA LLC	 
	Agree
    Lake Zurich IL, LLC	 
	Agree
    Ann Arbor State Street, LLC	 
	Agree
    Rochester NY LLC	 
	Agree
    Concord, LLC	 
	Agree
    McKinney TX, LLC	 



 



    	 



    	 



    

 


	Agree
    Ann Arbor Jackson, LLC	 
	Agree
    Rancho Cordova I LLC	 
	Agree
    St. Joseph MO, LLC	 
	Agree
    Lake in the Hills, LLC	 
	Agree
    Cannon Station LLC	 
	Agree
    Port St. John LLC	 
	Agree
    Grand Forks LLC	 
	Agree
    St. Augustine Shores, LLC	 
	Agree
    Pinellas Park, LLC	 
	Agree
    Anderson SC LLC	 
	Agree
    Atchison, LLC	 
	Agree
    Brighton, LLC	 
	Agree
    Plainfield, LLC	 
	Agree
    Statham GA, LLC	 
	Agree
    Lowell, LLC	 
	Agree
    Rapid City SD, LLC	 
	Agree
    17-92, LLC	 
	Agree
    Charlotte Poplar, LLC	 
	Agree
    Fuquay Varina LLC	 
	Agree
    Jacksonville NC, LLC	 
	Agree
    Cochran GA, LLC	 
	Indianapolis
    Store No. 16, LLC	 
	Agree
    Poinciana LLC	 


 






    	 



    	 



    

 


	Agree
    Indianapolis Glendale LLC	 
	Agree
    Joplin MO LLC	 
	Agree
    Lyons GA LLC	 
	Agree
    Fort Mill SC, LLC	 
	Agree
    Pensacola Nine Mile LLC	 
	Agree
    Harlingen LLC	 
	Agree
    Chicago Kedzie, LLC	 
	Agree
    Pensacola LLC	 
	Agree
    Wichita Falls TX LLC	 
	Agree
    Minneapolis Clinton Ave, LLC	 
	Agree
    Morrow GA, LLC	 
	Agree
    Southfield LLC	 
	Agree
    St. Joseph MO, LLC	 
	Agree
    Venice, LLC	 
	Agree
    Baton Rouge LA LLC	 
	Agree
    Memphis Getwell, LLC	 
	Agree
    Spartanburg SC LLC	 
	Agree
    Manchester CT, LLC	 
	Agree
    Forest MS LLC	 
	Agree
    Madisonville TX LLC	 
	Agree
    Forest VA LLC	 
	Agree
    Lebanon VA LLC	 
	Agree
    North Las Vegas, LLC	 



 



    	 



    	 



    

 


	Agree
    Sun Valley NV LLC	 
	Agree
    Springfield IL LLC	 
	Agree
    Berwyn IL LLC	 
	Mt
    Pleasant Shopping Center LLC	 
	Agree
    St Petersburg LLC	 
	Lawrence
    Store No. 203, LLC	 
	Agree
    Ligonier PA, LLC	 



 



    	 



    	 



    

 


SCHEDULE
6.17


 


Loan Parties'
Taxpayer Identification Numbers


 


	Agree
    Limited Partnership	38-3170055
	Agree
    Realty Corporation	38-3148187
	Agree
    Brooklyn OH LLC	48-2811055
	Agree
    Portland OR LLC	45-3836749
	Agree
    Allentown PA LLC	46-3660833
	Agree
    Lake Zurich IL, LLC	46-0949822
	Agree
    Ann Arbor State Street, LLC	46-1237514
	Agree
    Rochester NY LLC	46-3399665
	Agree
    Concord, LLC	27-3900719
	Agree
    McKinney TX, LLC	46-5745747
	Agree
    Ann Arbor Jackson, LLC	26-4713315
	Agree
    Rancho Cordova I LLC	45-3188344
	Agree
    St. Joseph MO, LLC	46-1784187
	Agree
    Lake in the Hills, LLC	27-3065207
	Agree
    Cannon Station LLC	46-4349866
	Agree
    Port St. John LLC	26-1868180
	Agree
    Grand Forks LLC	46-2575102
	Agree
    St. Augustine Shores, LLC	26-1822962
	Agree
    Pinellas Park, LLC	45-3990037
	Agree
    Anderson SC LLC	46-4339250



 



    	 



    	 



    

 


	Agree
    Atchison, LLC	27-2854709
	Agree
    Brighton, LLC	26-1917356
	Agree
    Plainfield, LLC	38-3170055
	Agree
    Statham GA, LLC	46-1716151
	Agree
    Lowell, LLC	26-3153266
	Agree
    Rapid City SD, LLC	46-2654314
	Agree
    17-92, LLC	45-3051283
	Agree
    Charlotte Poplar, LLC	46-1180409
	Agree
    Fuquay Varina LLC	46-0938219
	Agree
    Jacksonville NC, LLC	46-0742719
	Agree
    Cochran GA, LLC	45-5487201
	Indianapolis
    Store No. 16, LLC	38-3341707
	Agree
    Poinciana LLC	45-3706823
	Agree
    Indianapolis Glendale LLC	47-1093634
	Agree
    Joplin MO LLC	46-3847404
	Agree
    Lyons GA LLC	46-1257797
	Agree
    Fort Mill SC, LLC	45-5477732
	Agree
    Pensacola Nine Mile LLC	46-1634304
	Agree
    Harlingen LLC	46-1597023
	Agree
    Chicago Kedzie, LLC	46-2488588
	Agree
    Pensacola LLC	46-1596149
	Agree
    Wichita Falls TX LLC	46-1603282
	Agree
    Minneapolis Clinton Ave, LLC	46-1441416



 



    	 



    	 



    

 


	Agree
    Morrow GA, LLC	46-0966884
	Agree
    Southfield LLC	45-3230027
	Agree
    St. Joseph MO, LLC	46-1784187
	Agree
    Venice, LLC	45-3604820
	Agree
    Baton Rouge LA LLC	46-2965131
	Agree
    Memphis Getwell, LLC	46-1572003
	Agree
    Spartanburg SC LLC	45-5469746
	Agree
    Manchester CT, LLC	46-2540811
	Agree
    Forest MS LLC	46-2973678
	Agree
    Madisonville TX LLC	46-2783310
	Agree
    Forest VA LLC	46-4865820
	Agree
    Lebanon VA LLC	46-1261021
	Agree
    North Las Vegas, LLC	46-1760786
	Agree
    Sun Valley NV LLC	46-2534514
	Agree
    Springfield IL LLC	46-0682974
	Agree
    Berwyn IL LLC	46-4120228
	Mt
    Pleasant Shopping Center LLC	38-6271903
	Agree
    St Petersburg LLC	46-0694862
	Lawrence
    Store No. 203, LLC	38-3350297
	Agree
    Ligonier PA, LLC	47-1007420



 



    	 



    	 



    

 


SCHEDULE 6.19


 


Initial Unencumbered Pool Properties


 


	1	Sam's Club	Brooklyn	OH
	2	Lowe's	Portland	OR
	3	BJ's Wholesale	Allentown	PA
	4	Boynton Festive Center	Boynton Beach	FL
	5	LA Fitness	Lake Zurich	IL
	6	Walgreens (UM Campus)	Ann Arbor	MI
	7	LA Fitness	Rochester	NY
	8	Lowe's	Concord	NC
	9	Academy Sports	McKinney	TX
	10	Walgreens	Ann Arbor	MI
	11	Sam's Club	Roseville	MI
	12	Walgreens	Rancho Cordova	CA
	13	Dick's Sporting Goods	St. Joseph	MO
	14	CVS	Lake in the Hills	IL
	15	Cannon Station	Fort Oglethorpe	GA
	16	Walgreens	Port St. John	FL
	17	Hobby Lobby	Grand Forks	ND
	18	Walgreens	St. Augustine Shores	FL


 




    	 



    	 



    

 


	19	Wawa	Pinellas	FL
	2 0	Michaels / PetSmart	Anderson	SC
	21	Walgreens	Midland	MI
	22	CVS	Atchison	KS
	23	Walgreens	Brighton	MI
	24	Rite Aid	Albion	NY
	25	Meijer	Plainfield	IN
	2 6	Walgreens	Big Rapids	MI
	2 7	Dollar General Market	Statham	GA
	2 8	Walgreens	Lowell	MI
	2 9	Rite Aid	Canton Twp	MI
	3 0	PetSmart	Rapid City	SD
	31	Walgreens	Barnesville	GA
	3 2	Rite Aid	Webster	NY
	3 3	Wawa	Casselberry	FL
	3 4	Harris Teeter	Charlotte	NC
	3 5	Big Lots	Fuquay-Varina	NC
	3 6	USAA / US Cellular	Jacksonville	NC
	3 7	HomeGoods	Monroeville	PA
	3 8	Dollar General Market	Cochran	GA
	3 9	Simply Amish	Indianapolis	IN


 




    	 



    	 



    

 


	4 0	Kmart	Oscoda	MI
	41	Kmart	Grayling	MI
	42	Wawa	Kissimmee	FL
	43	Buffalo Wild Wings	Indianapolis	IN
	44	Mattress Firm	Joplin	MO
	45	Dollar General Market	Lyons	GA
	4 6	Goodyear	Fort Mill	SC
	4 7	Michaels	Wausau	WI
	4 8	Applebee's (9 Mile)	Pensacola	FL
	4 9	Applebee's	Harlingen	TX
	50	O'Reilly / Family Dollar	Lincoln Park	MI
	51	AutoZone	Chicago	IL
	52	Applebee's (Bayou)	Pensacola	FL
	53	Applebee's	Wichita Falls	TX
	54	Rite Aid	N Cape May	NJ
	55	David's Bridal	Toledo	OH
	56	AutoZone	Minneapolis	MN
	57	Mattress Firm	Morrow	GA
	58	Lake Lansing Assoc.	East Lansing	MI
	59	TGI Fridays	Monroeville	PA
	60	McDonalds	Southfield	MI


 




    	 



    	 



    

 


	61	PetSmart	St. Joseph	MO
	62	Dollar General	Irvington	NJ
	63	Chase Bank	Venice	FL
	64	Mattress Firm	Baton Rouge	LA
	65	Family Dollar	Memphis	TN
	66	Family Dollar	Spartanburg	SC
	67	Starbucks	Manchester	CT
	68	Tractor Supply	Forest	MS
	69	Sherwin Williams	Tulsa	OK
	70	Tractor Supply	Madisonville	TX
	71	Goodyear	Forest	VA
	72	Advance Auto Parts	Lebanon	VA
	73	AutoZone	N. Las Vegas	NV
	74	AutoZone	Sun Valley	NV
	75	AutoZone	Springfield	IL
	76	Just Tires	Berwyn	IL
	77	Famous Dave's	Omaha	NE
	78	Fajita Factory	Lansing	MI
	79	North Lakeland Plaza	Lakeland	FL
	80	Ferris Commons	Big Rapids	MI
	81	Chippewa Commons	Chippewa Falls	WI


 




    	 



    	 



    

 


	82	Marshall Plaza	Marshall	MI
	83	Capital Plaza	Frankfort	KY
	84	Petoskey Town Center	Petoskey	MI
	85	Central Michigan Commons	Mt. Pleasant	MI
	86	West Frankfort Plaza	West Frankfort	IL
	87	Wawa	St. Petersburg	FL
	88	Lawrence Library	Lawrence	KS
	89	Giant Eagle	Ligonier	PA
	90	Taco Bell	Calcuatta	OH
	91	Taco Bell (S. Arlington)	Akron	OH
	92	Taco Bell	Mansfield	OH
	93	Taco Bell (W. Central)	Toledo	OH
	94	Taco Bell	Orrville	OH
	95	Taco Bell (Alexis)	Toledo	OH
	96	Taco Bell (Broadway)	Toledo	OH
	97	Taco Bell	Hubbard	OH
	98	Taco Bell	Port Clinton	OH
	99	Taco Bell (E. Market)	Akron	OH
	100	Taco Bell	Youngstown	OH
	101	Taco Bell	Grove City	PA
	102	Taco Bell	Clarion	PA


 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF COMMITTED LOAN NOTICE


 


[DATE]


 


		To:	PNC Bank, National Association, as Administrative Agent



Mail Stop: P7-PFSC-04-V

500 First Avenue

Pittsburgh, PA  15219

Attention: Margaret Brown

Telephone: 412-768-9771


Telecopier: 412-705-2124

E-mail: margaret.brown@pnc.com


 


Ladies and Gentlemen:


 


Reference is made to
that certain Revolving Credit and Term Loan Agreement dated as of July 21, 2014 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”; capitalized terms used but not defined herein
shall have the meanings given to them in the Agreement), among Agree Limited Partnership, a Delaware limited partnership (the “Borrower”),
the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent, Swing Line Lender and
L/C Issuer.


 


Pursuant to Section
[2.01][2.02] of the Agreement, the undersigned hereby requests:


 


		1.	[Select One]



		 ̈	A Revolving Loan Borrowing



		 ̈	A New Term Loan Borrowing



		 ̈	A conversion of Committed
Loans from __________ Rate Loans to _________ Rate Loans for the following Class of Loans:



[Select
One]


		 ̈	Revolving Loans



		 ̈	New Term Loans



		 ̈	Existing Term Loans



		o	A continuation of Eurodollar Rate Loans for the following
Class of Loans:



[Select One]


		 ̈	Revolving Loans



		 ̈	New Term Loans



		 ̈	Existing Term Loans



 


		2.	On ______________ (a Business Day)



 


		3.	In the principal amount of $ _____________________



 


		4.	Comprised of [Base Rate Loans][Eurodollar Loans]



 


		5.	With an Interest Period of ___ months [For Eurodollar Loans only]



 


[remainder of page intentionally left blank]


 




    	Exhibit A-1



    	 



    

  


AGREE LIMITED PARTNERSHIP, a Delaware limited partnership


 





	 	By:	Agree Realty Corporation, a
	 	 	Maryland corporation, its general
	 	 	partner
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	 




 


[Signature Page to Committed Loan Notice]


 




    	Exhibit A-2



    	 



    

 


EXHIBIT B


 


FORM OF SWING LINE LOAN NOTICE


 


[DATE]


 


To:         PNC Bank, National Association, as Administrative Agent


Mail Stop: P7-PFSC-04-V

500 First Avenue

Pittsburgh, PA  15219

Attention: Margaret Brown

Telephone: 412-768-9771


Telecopier: 412-705-2124

E-mail: margaret.brown@pnc.com


 


Ladies and Gentlemen:


 


Reference is made to
that certain Revolving Credit and Term Loan Agreement dated as of July 21, 2014 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”; capitalized terms used but not defined herein
shall have the meanings given to them in the Agreement), among Agree Limited Partnership, a Delaware limited partnership (the “Borrower”),
the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent, Swing Line Lender and
L/C Issuer.


 


Pursuant to Section
2.05 of the Agreement, the undersigned hereby requests a Swing Line Loan:


 


		1.	On ______________ (a Business Day)



 


		2.	In the principal amount of $ _____________________



  


[remainder of page intentionally left blank] 


 




    	Exhibit B-1



    	 



    

  


AGREE LIMITED PARTNERSHIP, a Delaware limited partnership


 


	 	By:	Agree Realty Corporation, a
	 	 	Maryland corporation, its general
	 	 	Partner
	 	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 


 


[Signature Page to Swing Line Loan Notice]


 




    	Exhibit B-2



    	 



    

  


EXHIBIT C-1


 


FORM OF REVOLVING NOTE


 


FOR VALUE RECEIVED,
the undersigned (the “Borrower”) hereby promises to pay to ______________________ or registered assigns (the
“Lender”) in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount
of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Revolving Credit and Term Loan Agreement
dated as of July 21, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Agreement),
among the Borrower, the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent (the
“Administrative Agent”).


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 




    	Exhibit C-1-1



    	 



    

  


AGREE LIMITED PARTNERSHIP, a Delaware limited partnership


 


	 	By:	Agree Realty Corporation, a
	 	 	Maryland corporation, its general
	 	 	partner
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 


 


[Signature Page to Revolving Note]


 




    	Exhibit C-1-2



    	 



    

  


REVOLVING LOANS AND PAYMENTS WITH RESPECT
THERETO


 


	Date	 	Type of

Revolving

Loan	 	Amount of

Revolving

Loan	 	End of

Interest

Period	 	Amount

of

Principal

or

Interest

Paid This

Date	 	
        Outstanding

        Principal

        Balance This

        Date
	 	Notation

Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Exhibit C-1-3



    	 



    

  


EXHIBIT C-2


 


FORM OF SWING LINE NOTE


 


FOR VALUE RECEIVED,
the undersigned (the “Borrower”) hereby promises to pay to PNC Bank, National Association or registered assigns
(the “Lender”) in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount
of each Swing Line Loan from time to time made by the Lender to the Borrower under that certain Revolving Credit and Term Loan
Agreement dated as of July 21, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in
the Agreement), among the Borrower, the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative
Agent (the “Administrative Agent”).


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 




    	Exhibit C-2-1



    	 



    

  


AGREE LIMITED PARTNERSHIP, a Delaware limited partnership


 


	 	By:	Agree Realty Corporation, a
	 	 	Maryland corporation, its general
	 	 	partner
	 	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 


 


[Signature Page to Swing Line Note]


 




    	Exhibit C-2-2



    	 



    

  


SWING LINE LOANS AND PAYMENTS WITH RESPECT
THERETO


 


	Date	 	Amount of Swing Line Loan	 	Amount of

Principal or

Interest

Paid This

Date	 	
        Outstanding

        Principal

        Balance This

        Date
	 	Notation Made By
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    	Exhibit C-2-3



    	 



    

  


EXHIBIT C-3


 


FORM OF EXISTING TERM NOTE


 


FOR VALUE RECEIVED,
the undersigned (the “Borrower”) hereby promises to pay to ______________________ or registered assigns (the
“Lender”) in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount
of each Existing Term Loan from time to time made by the Lender to the Borrower under that certain Revolving Credit and Term Loan
Agreement dated as of July 21, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in
the Agreement), among the Borrower, the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative
Agent (the “Administrative Agent”).


 


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


 


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


 


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


 


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


 


THIS NOTE IS INTENDED
TO BE AN AMENDMENT AND RESTATEMENT OF, AND IS GIVEN IN REPLACEMENT OF, THAT CERTAIN TERM LOAN NOTE DATED SEPTEMBER 30, 2013 ISSUED
BY THE BORROWER IN FAVOR OF THE LENDER (THE “PRIOR NOTE”) AND IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED
TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE PRIOR NOTE.


 


[Signature Page Follows]


 




    	Exhibit C-3-1



    	 



    

  


AGREE LIMITED PARTNERSHIP, a Delaware limited partnership


 


	 	By:	Agree Realty Corporation, a
	 	 	Maryland corporation, its general
	 	 	partner
	 	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 


 


[Signature Page to Existing Term Note]


 




    	Exhibit C-3-2



    	 



    

  


EXISTING TERM LOANS AND PAYMENTS WITH RESPECT
THERETO


 


	Date	 	
        Type of

        Existing

        Term

        Loan
	 	
        Amount of

        Existing

        Term Loan
	 	
        End of

        Interest

        Period
	 	
        Amount

        of

        Principal

        or

        Interest

        Paid This

        Date
	 	
        Outstanding

        Principal

        Balance This

        Date
	 	
        Notation

        Made By

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Exhibit C-3-3



    	 



    

  


EXHIBIT C-4


 


FORM OF NEW TERM NOTE


 


FOR VALUE RECEIVED,
the undersigned (the “Borrower”) hereby promises to pay to ______________________ or registered assigns (the
“Lender”) in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount
of each New Term Loan from time to time made by the Lender to the Borrower under that certain Revolving Credit and Term Loan Agreement
dated as of July 21, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”; capitalized terms used but not defined herein shall have the meanings given to them in the Agreement),
among the Borrower, the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent (the
“Administrative Agent”).


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 




    	Exhibit C-4-1



    	 



    

  


AGREE LIMITED PARTNERSHIP, a Delaware limited partnership


 


	 	By:	Agree Realty Corporation, a
	 	 	Maryland corporation, its general
	 	 	partner
	 	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 


 


[Signature Page to New Term Note]


 




    	Exhibit C-4-2



    	 



    

  


NEW TERM LOANS AND PAYMENTS WITH RESPECT
THERETO


 


	Date	 	
        Type of

        New

        Term

        Loan
	 	
        Amount of

        New Term

        Loan
	 	
        End of

        Interest

        Period
	 	
        Amount of

        Principal

        or

        Interest

        Paid This

        Date
	 	
        Outstanding

        Principal

        Balance This

        Date
	 	
        Notation

        Made By

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Exhibit C-4-3



    	 



    

  


EXHIBIT D


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: ____________


 


To:PNC Bank, National Association,
as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to
that certain Revolving Credit and Term Loan Agreement dated as of July 21, 2014 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”; capitalized terms used but not defined herein
shall have the meanings given to them in the Agreement), among Agree Limited Partnership, a Delaware limited partnership (the “Borrower”),
the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent (the “Administrative
Agent”).


 


The undersigned [chief
executive officer][chief financial officer][treasurer][controller] of the Parent hereby certifies as of the date hereof that he/she
is the [chief executive officer][chief financial officer][treasurer][controller] of the Parent, and that, he/she is authorized
to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Parent. In such capacity, and
not individually, the undersigned further certifies that:


 


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


1.          The Parent has delivered the year-end
audited financial statements required by Section 7.01(a) of the Agreement for the fiscal year of the Parent ended as of the above
date, together with the report and opinion of an independent certified public accountant required by such Section.


 


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


1.          The Parent has delivered the unaudited
financial statements required by Section 7.01(b) of the Agreement for the fiscal quarter of the Parent ended as of the above date.
Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent and its Subsidiaries
in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence
of footnotes.


 


2.          The undersigned has reviewed and
is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review
of the transactions and condition (financial or otherwise) of the Parent and its Subsidiaries during the accounting period covered
by such financial statements.


 


3.          A review of the activities of the
Parent and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining
whether during such fiscal period each Loan Party performed and observed all its Obligations under the Loan Documents, and


 




    	Exhibit D-1



    	 



    

  


[Select One]


[to the best knowledge of the undersigned,
in such capacity as [chief executive officer][chief financial officer][treasurer][controller] of the Parent, and not individually,
that during such fiscal period, each Loan Party performed and observed each covenant and condition of the Loan Documents applicable
to it, and no Default has occurred and is continuing.]


—or--


[to the best knowledge of the undersigned, in such capacity
as [chief executive officer][chief financial officer][treasurer][controller] of the Parent, and not individually, that during such
fiscal period, the following covenants or conditions have not been performed or observed and the following is a list of each such
Default and its nature and status:]


 


4.The representations and warranties
of the Borrower contained in Article VI of the Agreement, and any representations and warranties of any Loan Party that are contained
in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date
hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they
are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations
and warranties contained in subsections (a) and (b) of Section 6.05 of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Agreement, including the statements
in connection with which this Compliance Certificate is delivered.


 


5.          The financial covenant analyses and
information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Compliance Certificate.


 


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


 


 





	By:	 
	Name:	 
	Title:         [chief executive officer][chief
	financial officer][treasurer][controller] of
	Agree Realty Corporation


 




    	Exhibit D-2



    	 



    

  


SCHEDULE 1


to the Compliance Certificate


 


For the Fiscal [Quarter][Year] ended _______________________


 


Capitalized terms used but not defined
herein shall have the meanings given to them in the Agreement. Attached hereto as Exhibit A are detailed calculations with respect
to the below covenant compliance representations.


 


	Covenant	 	Requirement	 	Actual
	 	 	 	 	 
	Maximum Leverage Ratio	 	Not to exceed 60% 	 	 
	 	 	 	 	 
	Maximum Secured Leverage Ratio	 	Not to exceed 40% 	 	 
	 	 	 	 	 
	Minimum Tangible Net Worth	 	Not to be less than the sum of (i) $240,998,541 plus (ii) an amount equal to 75% of net equity proceeds received by the Parent after March 31, 2014 (other than proceeds received in connection with any dividend reinvestment program)	 	 
	 	 	 	 	 
	Minimum Fixed Charge Coverage Ratio	 	The ratio of Adjusted EBITDA to Fixed Charges at the end of any quarter not to be less than 1.50 to 1.0	 	 
	 	 	 	 	 
	Maximum Secured Recourse Indebtedness	 	Not to exceed 15% 	 	 
	 	 	 	 	 
	Maximum Unencumbered Leverage Ratio	 	Not to exceed 60% 	 	 
	 	 	 	 	 
	Minimum Unsecured Interest Expense Ratio	 	The ratio of Unencumbered Pool NOI to Unsecured Interest Expense not to be less than 2.0 to 1.0	 	 
	 	 	 	 	 
	Industry Concentration	 	Not more than 20% (or 40% in the case of retail drug stores and pharmacies) of annualized base rents of the Loan Parties and their Subsidiaries for any 12 month period may be attributable to any one industry type	 	 
	 	 	 	 	 
	
        Minimum Number of Unencumbered Pool Properties

         
	 	Not less than 20	 	 


 




    	Exhibit D-3



    	 



    

  


	Covenant	 	Requirement	 	Actual
	 	 	 	 	 
	Permitted Investments	 	(f) Investments in unimproved land holdings not to at any time exceed 5% of Total Asset Value	 	 
	 	 	 	 	 
	 	 	(g) Investments in mortgages, mezzanine loans and notes receivable not to at any time exceed 10% of Total Asset Value	 	 
	 	 	 	 	 
	 	 	(h) Investments in Construction in Progress not to at any time exceed 15% of Total Asset Value	 	 
	 	 	 	 	 
	 	 	(i) Investments in non-wholly owned Subsidiaries and Unconsolidated Affiliates not to at any time exceed 10% of Total Asset Value	 	 
	 	 	 	 	 
	 	 	(j) Investments in Real Property assets that are not retail Properties not to at any time exceed 10% of Total Asset Value	 	 
	 	 	 	 	 
	 	 	Investments pursuant to clauses (f) through (j) above in the aggregate will not exceed 25% of Total Asset Value	 	 
	 	 	 	 	 
	Permitted Distributions of Parent for any fiscal year	 	Restricted Payments in an amount not to exceed in the aggregate the greater of (i) 95% of Funds From Operations, calculated on a trailing twelve month basis, and (ii) the amount of Restricted Payments required to be paid by the Parent in order for it to (x) maintain its REIT status for federal or state income tax purposes and (y) avoid the payment of federal or state income or excise tax	 	 


  




    	Exhibit D-4



    	 



    

  


EXHIBIT E


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [the] [each]1 Assignor identified
in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights
and obligations of [the Assignors][the Assignees]3
hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein
in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard
Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below
(i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender] [their
respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto
to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations
of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation, the
Letters of Credit, Swing Line Loans and any guarantees included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the
respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or
in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the] [any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the][any] Assignor.


 





 



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


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


3
Select as appropriate.


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


 




    	Exhibit E-1



    	 



    

  


	1.	Assignor[s]:	 
	 	 	 
	 	 	 
	 	[Assignor [is] [is not] a Defaulting Lender]
	 	 	 
	2.	Assignee[s]:	 
	 	 	 
	 	 	 
	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]
	 	 	 
	3.	Borrower(s):	 Agree Limited Partnership, a Delaware limited partnership
	 	 	 
	4.	Administrative Agent:	 PNC Bank, National Association, as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Revolving Credit and Term Loan Agreement dated as of July 21, 2014 by and among the Borrower, the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent, Swing Line Lender and L/C Issuer
	6.	 Assigned Interest[s]:	 


 





	Assignor[s]5	 	Assignee[s]6	 	Class

Assigned7	 	Aggregate Amount

of the Class of

Commitment/Loans

Assigned for all

Lenders8	 	Amount of the

Class of

Commitment/Loans

Assigned	 	Percentage

Assigned of

the Class of

Commitment/

Loans9	 	CUSIP

Number
	 	 	 	 	 	 	$	 	$	 	%	 	 
	 	 	 	 	 	 	$	 	$	 	%	 	 
	 	 	 	 	 	 	$	 	$	 	%	 	 


 





[7.Trade Date:______________]10


 


[Page break]


 


5 List each Assignor, as appropriate.


6 List each Assignee, as appropriate.


7 Fill in the appropriate terminology for the Class
of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”,
“Revolving Loan”, “New Term Loan Commitment”, “New Term Loan”, “Existing Term Loan”,
etc.)


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


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


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




 




    	Exhibit E-2



    	 



    

  


Effective Date: _____________ ___, 20___
[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


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


 


	 	ASSIGNOR[S]11
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	Name:  	 
	 	Title:  	 
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	Name:  	 
	 	Title:  	 
	 	 
	 	ASSIGNEE[S]12
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	Name:  	 
	 	Title:  	 
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	Name:  	 
	 	Title:  	 


  


 






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


12
To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.



 




    	Exhibit E-3



    	 



    

  


[Consented to and]13
Accepted:


 


PNC BANK, NATIONAL ASSOCIATION, as


    Administrative Agent


 


	By: 	 	 
	Name:  	 	 
	Title:  	 	 


 


[Consented to:]14


 


AGREE LIMITED PARTNERSHIP, a Delaware limited partnership


 


	By:	Agree Realty Corporation, 	 
	 	a Maryland corporation, its general partner	 
	 	 	 
	 	By: 	 	 
	 	Name:  	 	 
	 	Title:  	 	 


 


13
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


14
To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.



 




    	Exhibit E-4



    	 



    

  


ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.          Representations and Warranties.


 


1.1         Assignor[s]. [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii)
[the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document
or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document.


 


1.2.         Assignee[s].
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee as defined in the Credit Agreement (subject
to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant]
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its
decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy
of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referenced
in Section 6.05 thereof or of the most recent financial statements delivered pursuant to Section 7.01(a) or Section 7.01(b)
thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without
reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]
Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant
to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently
and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender.


 




    	Exhibit E-5



    	 



    

  


2. Payments.
From and after the Effective Date, the Administrative Agent shall make

all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to
[the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee
for amounts which have accrued from and after the Effective Date.


 


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


 




    	Exhibit E-6



    	 



    

  


EXHIBIT F


 


FORM OF UNENCUMBERED POOL REPORT


 


To:PNC Bank, National Association,
as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made to
that certain Revolving Credit and Term Loan Agreement dated as of July 21, 2014 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”; capitalized terms used but not defined herein
shall have the meanings given to them in the Agreement), among Agree Limited Partnership, a Delaware limited partnership (the “Borrower”),
the Lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent (the “Administrative
Agent”). This Unencumbered Pool Report, together with supporting calculations attached hereto, is delivered to you pursuant
to the terms of the Agreement.


 


The Borrower hereby
certifies and warrants to the Administrative Agent and the Lenders that at the close of business on __________________ (the “Calculation
Date”), the Unencumbered Pool Amount was $_______________ computed as set forth on Schedule I attached hereto.


 


The Borrower has caused
this Unencumbered Pool Report to be executed and delivered by its duly authorized officer on _______________________.


 


 


 





	By:	 
	Name:	 
	Title: [chief executive officer][chief
	financial officer][treasurer][controller] of
	Agree Limited Partnership


 




    	Exhibit F-1



    	 



    

  


SCHEDULE I


to the Unencumbered Pool Report


 


For the Fiscal [Quarter][Year] ended _______________________


 


Capitalized terms used but not defined
herein shall have the meanings given to them in the Agreement. Attached hereto as Exhibit A are detailed calculations with respect
to the below elements of Unencumbered Pool NOI.


  


	Covenant	 	Requirement	 	Actual
	 	 	 	 	 
	Unencumbered Pool NOI	 	No single Property may account for greater than 15% of the aggregate Unencumbered Pool NOI	 	 
	 	 	 	 	 
	 	 	No more than 25% of the aggregate Unencumbered Pool NOI may be in respect of Unencumbered Pool Properties that are located in any one Metropolitan Statistical Area	 	 
	 	 	 	 	 
	 	 	No more than 75% of the aggregate Unencumbered Pool NOI may be in respect of single tenant facilities that have a tenant without an Investment Grade Rating	 	 
	 	 	 	 	 
	 	 	No more than (i) 10% of the aggregate Unencumbered Pool NOI may be from a single tenant without an Investment Grade Rating and (ii) 25% of the aggregate Unencumbered Pool NOI may be from a single tenant with an Investment Grade Rating	 	 
	 	 	 	 	 
	 	 	No more than 10% of the aggregate Unencumbered Pool NOI may be attributable to any rental or other income received from tenants in any proceedings under any Debtor Relief Laws	 	 
	 	 	 	 	 
	 	 	Aggregate occupancy rate of all Properties included as Unencumbered Pool Properties may not to be less than 85%	 	 


 




    	Exhibit F-2



    	 



    

  


	Covenant	 	Requirement	 	Actual
	 	 	 	 	 
	 	 	No more than 15% of the aggregate Unencumbered Pool NOI may be attributable to Properties leased under Eligible Ground Leases	 	 


 




    	Exhibit F-3