Exhibit 10.1


 


FACILITY AGREEMENT


 


FACILITY AGREEMENT, dated
as of September 26, 2014 (this "Agreement"), between NorthStar Realty Finance Corp., a Maryland corporation (the
"Borrower"), and UBS AG, Stamford Branch ("UBS").


 


The Borrower wishes to establish
a facility to borrow up to $500,000,000 in the form of Loans from UBS or its designee from time to time, and UBS is willing to
make, or cause its designee to make such Loans, all on and subject to the terms and conditions set forth herein.


 


Accordingly, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and UBS agree as follows:


 


1.          Definitions.
  Terms used herein without definition have the meanings assigned to them in a Credit Agreement. In addition, as used
herein, the following terms have the meanings given to them below:


 


"Borrowing"
means an extension of credit in the form of Loans under the Credit Agreement pursuant to and in accordance with the terms and conditions
set forth herein.


 


"Borrowing
Confirmation" means a notice from the Borrower to UBS in substantially the form of Exhibit B-2 hereto, duly completed
and executed.


 


"Borrowing
Confirmation Deadline" means, in relation to a Borrowing Proposal, 12:00 p.m. (New York time) on the date on which such
Borrowing Proposal is delivered to the Borrower; provided that, if such Borrowing Proposal is delivered to the Borrower
after 12:00 p.m. (New York time) on a Business Day, then the Borrowing Confirmation Deadline for such Borrowing Proposal shall
be 12:00 p.m. on the next succeeding Business Day.


 


"Borrowing
Failure" has the meaning given to such term in Section 2(d).


 


"Borrowing
Period" means the period commencing on the Effective Date and ending on September 26, 2015.


 


"Borrowing
Proposal" means a notice from UBS to the Borrower in substantially the form of Exhibit B-1 hereto, duly completed and
executed.


 


"Breakage
Costs" means any losses, costs or expenses sustained or incurred by UBS (including, without limitation, any loss (excluding
loss of anticipated profits and punitive damages), cost or expense sustained or incurred by reason of the liquidation or redeployment
of deposits or other funds acquired to fund or maintain any Loan) as a consequence of a Borrowing Failure.


 


"Change
in Law" means (a) the adoption of any Law after the date of this Agreement, (b) any change in any Law or in the interpretation
or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by UBS (or by any lending
office of UBS or by UBS's holding company) with any request, guideline or directive (in each case whether or not having the force
of law) of any Governmental Authority made or issued after the


 




    	 



    	 



    

 


date of this Agreement; provided
that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof
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 the United States or foreign regulatory authorities, in each
case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted,
issued or implemented.


 


"Credit
Agreement" means, in relation to any Loan made hereunder, a Credit Agreement to be dated as of the related Borrowing Date
between the Borrower and UBS in the form attached hereto as Exhibit A, duly completed and executed.


 


"Code"
means the U.S. Internal Revenue Code of 1986, as amended.


 


"Commission"
means the U.S. Securities and Exchange Commission.


 


"Effective
Date" means the date on which all of the conditions precedent set forth in Section 3(a) hereof have been satisfied or
waived.


 


"Exchange
Act" means the United States Securities Exchange Act of 1934, as amended.


 


"Fee
Letter" means a Fee Letter between the Borrower and UBS setting forth the fees and other amounts to be payable to UBS
by the Borrower in relation to any one or more Loans hereunder. The initial Fee Letter is dated as of September 26, 2014.


 


"Governmental
Authority" means any federal, state, local, municipal or foreign court or governmental agency, authority, instrumentality,
regulatory body (including any board of insurance, insurance department or insurance commissioner), court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government.


 


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


 


"Loan
Documents" means, collectively, this Agreement, each Credit Agreement, the Fee Letter and the other documents executed
and delivered in connection herewith.


 


"Make-Whole
Amount" means, in relation to any Borrowing Failure for
any Loan, an amount equal to the aggregate amount of losses or costs incurred by UBS as a result of its terminating, liquidating,
obtaining or reestablishing any hedge or related trading position relating to such Loans that would, but for such Borrowing Failure,
have been made by it.


 


"Person"
means any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership,
governmental authority or other entity.


 




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"Related
Parties" shall mean, with respect to any Person, such Person's affiliates and the partners, directors, officers, employees,
agents and advisors of such Person and of such Person's affiliates.


 


"Securities
Act" means the United States Securities Act of 1933, as amended.


 


"Taxes"
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.


 


2.          Procedures
for Borrowings Generally.


 


(a)        Borrowing
Proposal.   At any time and from time to time during the Borrowing Period, UBS may deliver Borrowing Proposals to
the Borrower, specifying in each such Borrowing Proposal:


 


(1)        the
proposed Borrowing Date for the Loans to be made to the Borrower in connection therewith;


 


(2)        the
aggregate principal amount of such Loans;


 


(3)        the
Maturity Date for such Loans; and


 


(4)        the
Applicable Margin proposed by UBS for such Loans (together with the Fixed Rate that would apply if such Loans were made on the
proposed Borrowing Date as Fixed Rate Loans);


 


provided that:


 


(i)         the
proposed Borrowing Date for such Loans shall be not less than three Business Days after the date on which such Borrowing Proposal
is delivered to the Borrower and shall fall within the Borrowing Period;


 


(ii)        the
aggregate principal amount of such Loans shall be not less than $10,000,000;


 


(iii)       the
aggregate principal amount of all Loans theretofore made hereunder, together with the principal amount of the Loans proposed to
be made, shall not exceed $500,000,000;


 


(iv)       the
Maturity Date for such Loans shall be no earlier than the date that is 18 months after, and no later than 90 months after, the
related Borrowing Date; and


 


(v)        the
aggregate principal amount of Loans made hereunder having a Maturity Date on or prior to September 2016 shall not exceed $200,000,000.


 


(b)        Borrower
Confirmations. If, after receiving a Borrowing Proposal, the Borrower wishes to enter into a Credit Agreement and borrow the
Loans in the amounts and having the terms set forth in such Borrowing Proposal, then the Borrower must deliver to UBS a Borrowing
Confirmation by no later than the Borrowing Confirmation Deadline. The Borrower may elect in such Borrowing Confirmation that the
Loans to be made should be made as Fixed Rate Loans and bear interest at the Fixed Rate specified in the related Borrowing Proposal.
If such Borrowing Confirmation is not timely


 




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delivered to UBS then such no Loans will be
made pursuant to such Borrowing Proposal. If the Borrower has placed an order with UBS to borrow a Loan under this Agreement and
UBS has responded to such order by providing a Borrowing Proposal that corresponds with such order, then the Borrower shall be
deemed to have consented to such Borrowing and to have timely delivered its Borrowing Confirmation in respect of such Borrowing
Proposal.


 


(c)        Borrowings.
  If, in response to any Borrowing Proposal, the Borrower has timely delivered its Borrowing Confirmation to UBS as provided
above, then (1) prior to the proposed Borrowing Date, UBS shall prepare and deliver to the Borrower the form of Credit Agreement
to be entered into, and the Borrower shall execute and deliver such Credit Agreement to UBS (whereupon UBS will execute and deliver
the same); and (2) on the Borrowing Date set forth in such Borrowing Proposal the Borrower shall borrow, and UBS shall make (or
cause a designee to make) the Loan or Loans described in such Borrowing Proposal pursuant to such Credit Agreement, all on and
subject to the other terms and conditions set forth herein (including the terms set forth in Section 3 below).


 


(d)        Failure
to Borrow.   If for any reason the Borrower fails to borrow under a Loan to be made by UBS on the Borrowing Date
for such Loans as provided in Section 2(c) above, or any of the conditions specified in Section 3 shall not have been fulfilled
by the time required on such Borrowing Date, then such occurrence shall constitute a "Borrowing Failure" for purposes
hereof. Upon the occurrence of a Borrowing Failure, the Borrower shall pay to UBS, in immediately available funds, all Breakage
Costs and Make-Whole Amounts owing with respect to the Loans that were to be made on such Borrowing Date.


 


3.          Conditions
Precedent.


 


(a)        Conditions
to First Borrowing.   The obligation of UBS to fund any Loans pursuant to the terms hereof and of the other Loan
Documents is subject to the satisfaction, on or before the applicable Borrowing Date for the first Borrowing, of the following
conditions:


 


(1)         Opinions;
Certain Documents.   UBS shall have received the following (each in form and substance satisfactory to it):


 


(i)          a
favorable opinion of Clifford Chance LLP, counsel for the Borrower;


 


(ii)         an
Officer's Certificate of the Borrower as to the absence of any continuing Default or Event of Default and as to the correctness
in all material respects of all representations and warranties set forth herein and in the other Loan Documents;


 


(iii)        a
certificate of the Borrower certifying the incumbency of the Persons executing this Agreement and the other Loan Documents and
attaching copies of the Borrower's constitutive documents, good standing certificates and the resolutions authorizing its execution
of and entry into the Loan Documents, and certifying as to such other matters as are set forth herein and as UBS may reasonably
request; and


 


(iv)        such
additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions
contemplated hereby as may be reasonably requested by UBS.


 


(2)         Representations
and Warranties; Covenants and Obligations; No Default. The representations and warranties contained herein and in the other
Loan Documents shall be true in


 




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all material respects on and as of
the date hereof no Default or Event of Default shall have occurred and be continuing.


 


(3)         Permitted
by Applicable Law.   The Loans made by UBS on the terms and conditions herein provided (including the use of the
proceeds of such Loans by the Borrower) shall not violate any applicable law or governmental regulation (including, without limitation,
Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System), and UBS shall
have received such certificates or other evidence as it may request to establish compliance with this condition.


 


(4)        Closing
Expenses.   The Borrower shall have paid all fees, expenses and disbursements (including the fees of counsel to UBS)
for which the Borrower is responsible.


 


(6)         Litigation.
  There shall not be any pending or threatened litigation or other proceedings (private or governmental) with respect
to any of the transactions contemplated hereby or the Loans.


 


(b)        Conditions
to Each Borrowing.   The obligation of UBS make Loans in connection with each Borrowing pursuant to the terms hereof
and of the other Loan Documents is subject to the satisfaction, on or before the applicable Borrowing Date for the such Loans,
of the following conditions:


 


(1)         Fees
and Expenses.   UBS shall have received all fees and other amounts payable to it in connection with such Borrowing
as are required to be paid pursuant to the terms of the Fee Letter.


 


(2)         Hedging
of Exposure.   UBS has hedged its exposure to the Borrower in respect of such Loans in the manner and to the extent
that UBS has determined in its sole and absolute discretion.


 


(3)         Representations
and Warranties; Covenants and Obligations; No Default.   The representations and warranties contained herein and
in the other Loan Documents shall be true in all material respects on and as of the such Borrowing Date, and no Event of Default
or Default shall have occurred and be continuing.


 


(4)         Other
Conditions.   UBS shall have received such additional documents or certificates with respect to legal matters or
corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by UBS, including
bring-downs of legal opinions, certificates or other documents previously delivered under this Section 3.2.


 


(5)         Initial
Interest Payment.   The Borrower shall have paid in advance the interest for the initial Interest Period (in the
case of a Eurodollar Loan) or for the period from the Borrowing Date to but excluding the first Quarterly Date after the Borrowing
Date (in the case of a Fixed Rate Loan) as provided in Section 2.05(e) of the Credit Agreement for such Loan.


 


4.          Representations,
Warranties and Certifications.   The Borrower hereby represents to UBS (which representation will be deemed repeated
upon the Borrower's delivery (or deemed delivery) of a Borrowing Confirmation to UBS) that:


 




    	–5–



    	 



    

 


(a)         the representations
and warranties of the Borrower contained in Article III of the Credit Agreement are true and correct in all material respects (or,
in the case of such representations and warranties qualified as to materiality, in all respects) as if each reference therein to
the Credit Agreement included reference to this Agreement and the Fee Letter, and if each reference to the transactions contemplated
by the Credit Agreement included reference to the transactions contemplated under this Agreement;


 


(b)        the
Borrower is registered under Section 12 of the Exchange Act and has filed all reports (such reports filed on or prior to the time
as of which representations are made by the Borrower hereunder, the relevant "Exchange Act Reports") required
to be filed with the Commission thereunder;


 


(c)        the
Exchange Act Reports, at the time they were filed with the Commission, conformed in all material respects to the requirements of
the Exchange Act, and did not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not materially misleading;


 


(d)        the
Borrower is not in possession of any material nonpublic information that has not been disclosed in public filings;


 


(e)        the Borrower
has not submitted any Borrowing Confirmation solely to create actual or apparent trading activity in any Loans and/or credit default
swaps referencing the Borrower as reference entity (collectively, "Relevant Instruments") or to raise or depress
or otherwise manipulate the price of any Relevant Instruments in violation of applicable law; and


 


(f)         each
transaction in credit default swaps referencing the Borrower as reference entity by UBS or any of its affiliates shall be made
at UBS's sole discretion and for UBS's own account; including how, when, whether or at what price to effect such transactions,
including the price paid or received under credit default swaps referencing the Borrower as reference entity (if any).


 


5.          Expenses;
Indemnity.   The Borrower shall indemnify UBS and its Related Parties (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 party hereto or any third party arising out of, in connection with, or as a result of any actual or prospective claim, litigation,
investigation or proceeding relating to, this Agreement or any of the other Loan Documents or the use of proceeds by the Borrower
from any Loans, or any of the transactions contemplated hereby or by any of the other documents referred to herein, whether based
on contract, tort or any other theory, whether brought by a third party or by the Borrower, 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 against an Indemnitee for breach of such Indemnitee's obligations hereunder, if the Borrower 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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6.          Increased
Cost; Reduced Return.


 


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


 


(i)       impose,
modify or deem applicable any reserve, special deposit, compulsory loan, deposit insurance charge or similar requirement against
assets of, deposits with or for account of, or credit extended by, UBS; or


 


(ii)      impose
on UBS any other condition, cost or expense (other than Taxes) affecting this Agreement or any other Loan Document or any Loans
made by UBS;


 


and the result of any of the foregoing shall
be to increase the cost to UBS of making any Loan or to reduce the amount of any sum received or receivable by UBS hereunder
or under the Fee Letters, then the Borrower will pay to UBS such additional amount or amounts as will compensate UBS for such additional
costs incurred or reduction suffered.


 


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


 


(c)        Certificates
from UBS.   A certificate of UBS setting forth a reasonable calculation of the amount or amounts necessary to compensate
UBS or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay UBS 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 UBS to demand compensation pursuant to this Section shall not constitute
a waiver of UBS's right to demand such compensation; provided that (A) the Borrower shall not be required to compensate
UBS pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that UBS notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of UBS's intention to claim compensation
therefor; and (B) if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof.


 


7.          Miscellaneous.


 


(a)        Binding
Effect.   All agreements contained in this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of UBS and the Borrower.


 


(b)        Amendments.
  This Agreement may be amended only in a written agreement signed by each party hereto.


 


(c)        Assignment.
  The Borrower may not assign its rights or obligations under this Agreement to any other Person. UBS and its successors
may at any time and from time to time assign its


 




    	–7–



    	 



    

 


rights under this Agreement to any of its affiliates,
but not to any other Person. Any purported assignment in violation of this Section 7(c) shall be void.


 


(d)        Public
Disclosure.   The Borrower shall publicly disclose the existence of this Agreement and the amounts and terms of each
Credit Agreement that it has entered into hereunder, in each case within five Business Days after execution thereof and in a manner
reasonably acceptable to UBS.


 


(e)         Notices.
  Any notice, request or other communication required or permitted to be given hereunder shall be given in writing (unless
telephonic notice is expressly permitted hereunder) by delivering the same against receipt therefor in person, by electronic mail,
by registered or certified mail or by nationally recognized overnight courier, addressed as follows:


 


If to the Borrower
at:


 


			c/o NorthStar Realty Finance Corp.

399 Park Avenue, 18th Floor

New York, New York 10022

Attention: General Counsel

Phone: 212-547-2600



 


In each case, with
a copy to:


 


			Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Attention: Robert Villani

Email: robert.villani@cliffordchance.com

Phone: 212-878-8214



 


If to UBS at:


 





			UBS AG, Stamford Branch

677 Washington Boulevard

Stamford, Connecticut 06901

Attention: BPS Agency Group

Email: DL-UBSAgency@ubs.com

Tel: 203-719-4319

Fax: 203-719-4176








 


Any such notice shall be
effective upon delivery, if delivered in person; upon delivery, if delivered by electronic mail; on the fifth day after deposited
in the mail, postage prepaid, if delivered by registered or certified mail; and on the day after deposit with a nationally recognized
overnight courier, if delivered by overnight courier.


 


(f)          Governing
Law.   This Agreement shall be governed by and construed in accordance with the law of the State of New York.


 




    	–8–



    	 



    

 


(g)        Jurisdiction.
  Each of the parties hereto agrees that any legal suit, action or proceeding arising out of or in connection with or
based upon this Agreement or any of the other Loan Documents (each, a "Proceeding") may be instituted in any state
or Federal court in the Borough of Manhattan, The City of New York, New York, United States of America; waives, to the extent it
may effectively do so, any objection that it may have now or hereafter to the laying of the venue of any such Proceeding; and irrevocably
submits to the jurisdiction of any such court in any such Proceeding. Each of the parties hereby irrevocably waives, to the extent
permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment attachment,
post-judgment attachment and execution) in any Proceeding. The provisions of this Section are intended to be effective upon the
execution of this Agreement without any further action by any of the parties and the introduction of a true copy of this Agreement
into evidence shall be conclusive and final evidence as to such matters.


 


(h)        Waiver
of Jury Trial.   Each of UBS and the Borrower hereby 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,
any other Loan Document or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory).
Each party hereto (1) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise,
that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (2) acknowledges that it
and the other parties hereto have been induced to enter into this Agreement and all other Loan Documents by, among other things,
the mutual waivers and certifications in this Section.


 


(i)          Counterparts.
  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.


 


(j)          Non-reliance.
  Each of UBS and the Borrower confirms to the other that it (i) possesses such knowledge and experience in financial
and business matters that it is capable, without reliance on the other party, of evaluating the merits and risks (including tax,
legal, regulatory, credit, accounting and other financial matters) of entering into this Agreement and the other Loan Documents
and taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has determined that entering
into this Agreement and the other Loan Documents is suitable and appropriate for it.


 


Each of UBS and the Borrower
acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all risks arising
under or in connection with this Agreement and the other Loan Documents, (ii) it has, independently and without reliance on the
other party, made its own appraisal and investigation of all risks associated with, and its own credit analysis and decision to
enter into, this Agreement and the other Loan Documents based on such documents and information as it has deemed appropriate and
(iii) it will, independently and without reliance on the other party, continue to be solely responsible for making its own appraisal
and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take
action under, this Agreement and the other Loan Documents based on such documents and information as it shall from time to time
deem appropriate.


 


(k)         Costs
and Expenses.   The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by UBS and its affiliates
(including the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to UBS, subject
to any separately agreed limit on such expenses), in connection with the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the


 




    	–9–



    	 



    

 


provisions hereof or thereof (whether or not
the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by UBS (including
the fees, charges and disbursements of any counsel for UBS) in connection with the enforcement or, during the continuance of an
Event of Default, protection of its rights in connection with this Agreement and the other Loan Documents, including its rights
under this Section.


 


(l)          Interpretations.
  Unless the context otherwise requires, in this Agreement:


 


(1)         any
reference to this Agreement or any other agreement or document shall be construed as a reference to this Agreement or such other
agreement or document, as applicable, as the same may have been, or may from time to time be, amended, varied, novated or supplemented
in accordance with its terms;


 


(2)         any
reference to a statute or regulation shall be construed as a reference to such statute or regulation as the same may have been,
or may from time to time be, amended, varied, novated or supplemented in accordance with its terms;


 


(3)         the
words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement
as a whole and not to any particular section, clause or other subdivision, and references to "Articles", "Sections"
and "Annexes" refer to Articles or Sections of, or Annexes to, this Agreement except as otherwise expressly provided;


 


(4)         the
word "including" shall be deemed to be followed by the words "without limitation";


 


(5)         any
definition shall be equally applicable to both the singular and plural forms of the defined term;


 


(6)         headings
contained in this Agreement are inserted for convenience of reference only and do not affect the interpretation of this Agreement
or any provision hereof;


 


(7)         whenever
in this Agreement any Person is named or referred to, the successors and assigns of such Persons shall be deemed to be included;
and


 


(8)         if
the date any amount is required to be paid pursuant to this Agreement would fall on a day that is not a Business Day, then such
date shall be adjusted to the next following Business Day.


 


[remainder of page intentionally blank]


 




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IN WITNESS WHEREOF, the undersigned
have signed this Agreement as of the date first written above.


 


	 	NORTHSTAR REALTY FINANCE CORP.
	 	 
	 	By:	/s/ Al Tylis
	 	 	Name: Al Tylis
	 	 	Title: President
	 	 
	 	UBS AG, STAMFORD BRANCH
	 	 
	 	By:	/s/ Lana Gifas
	 	 	Name: Lana Gifas
	 	 	Title: Director,
	 	 	Banking Products Services, US
	 	 
	 	By:	/s/ Jennifer Anderson
	 	 	Name: Jennifer Anderson
	 	 	Title: Associate Director,
	 	 	Banking Products Services, US


 




    	–11–



    	 



    

 








Exhibit A


 


AGREED FORM


 





	 









 


 


$[__________]


 


CREDIT AGREEMENT


 


dated as of [______], 2014,


 


among


 


NORTHSTAR REALTY FINANCE CORP.,


 


as Borrower,


 


 


THE LENDERS PARTY HERETO


 


And


 


 


UBS AG, STAMFORD BRANCH,


 


as Administrative Agent


 


 





	 







 




    	 



    	 



    

  


TABLE OF CONTENTS


 


	Section	 	 	 	Page
	 	 	 	 	 
	 	 	ARTICLE I DEFINITIONS	 	 
	 	 	 	 	 
	SECTION 1.01	 	Defined Terms	 	1
	SECTION 1.02	 	Classification of Loan	 	20
	SECTION 1.03	 	Terms Generally	 	20
	SECTION 1.04	 	Accounting Terms; GAAP	 	21
	 	 	 	 	 
	 	 	ARTICLE II THE CREDITS	 	 
	 	 	 	 	 
	SECTION 2.01	 	Reserved	 	21
	SECTION 2.02	 	The Loan	 	21
	SECTION 2.03	 	Evidence of Debt; Repayment of the Loan	 	22
	SECTION 2.04	 	Administrative Agent Fees	 	22
	SECTION 2.05	 	Interest Based on Type of Loan	 	22
	SECTION 2.06	 	Interest Conversions	 	23
	SECTION 2.07	 	Maturity of the Loan	 	24
	SECTION 2.08	 	Optional and Mandatory Prepayments	 	24
	SECTION 2.09	 	Alternate Rate of Interest	 	26
	SECTION 2.10	 	Yield Protection	 	27
	SECTION 2.11	 	Breakage Costs	 	28
	SECTION 2.12	 	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	 	28
	SECTION 2.13	 	Taxes	 	30
	SECTION 2.14	 	Mitigation Obligations	 	33
	 	 	 	 	 
	 	 	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	 
	 	 	 	 	 
	SECTION 3.01	 	Organization; Powers	 	34
	SECTION 3.02	 	Authorization; Enforceability	 	34
	SECTION 3.03	 	No Conflicts	 	34
	SECTION 3.04	 	Material Adverse Changes	 	34
	SECTION 3.05	 	Properties	 	34
	SECTION 3.06	 	Intellectual Property	 	35
	SECTION 3.07	 	Litigation; Compliance with Laws	 	35
	SECTION 3.08	 	Agreements	 	35
	SECTION 3.09	 	Federal Reserve Regulations	 	35
	SECTION 3.10	 	Investment Company Act	 	36
	SECTION 3.11	 	Use of Proceeds	 	36
	SECTION 3.12	 	Taxes	 	36
	SECTION 3.13	 	No Material Misstatements	 	36
	SECTION 3.14	 	Solvency	 	36
	SECTION 3.15	 	Labor Matters	 	37
	SECTION 3.16	 	Reserved	 	37



 




    	- ii -



    	 



    

  


	SECTION 3.17	 	Employee Benefit Plans	 	37
	SECTION 3.18	 	Environmental Matters	 	37
	SECTION 3.19	 	Insurance	 	38
	SECTION 3.20	 	Anti-Terrorism and Anti-Money Laundering Laws	 	38
	SECTION 3.21	 	Foreign Corrupt Practices	 	39
	 	 	 	 	 
	 	 	ARTICLE IV AFFIRMATIVE COVENANTS	 	 
	 	 	 	 	 
	SECTION 4.01	 	Financial Statements, Reports, etc.	 	39
	SECTION 4.02	 	Litigation and Other Notices	 	40
	SECTION 4.03	 	Existence; Businesses and Properties	 	41
	SECTION 4.04	 	Maintenance of Property	 	42
	SECTION 4.05	 	Obligations and Taxes	 	42
	SECTION 4.06	 	Maintaining Records; Access to Properties and Inspections; Annual Meetings	 	42
	SECTION 4.07	 	Use of Proceeds	 	43
	SECTION 4.08	 	Compliance with Environmental Laws; Environmental Reports	 	43
	 	 	 	 	 
	 	 	ARTICLE V NEGATIVE COVENANTS	 	 
	 	 	 	 	 
	SECTION 5.01	 	Indebtedness	 	43
	SECTION 5.02	 	Liens	 	45
	SECTION 5.03	 	Reserved	 	47
	SECTION 5.04	 	Limitation on Fundamental Changes	 	47
	SECTION 5.05	 	Business	 	48
	SECTION 5.06	 	Limitation on Accounting Changes	 	48
	SECTION 5.07	 	Fiscal Year	 	48
	SECTION 5.08	 	Compliance with Anti-Terrorism and Anti-Money Laundering Laws	 	48
	 	 	 	 	 
	 	 	ARTICLE VI EVENTS OF DEFAULT	 	 
	 	 	 	 	 
	SECTION 6.01	 	Events of Default	 	49
	 	 	 	 	 
	 	 	ARTICLE VII THE ADMINISTRATIVE AGENT	 	 
	 	 	 	 	 
	SECTION 7.01	 	Appointment and Authority	 	51
	SECTION 7.02	 	Rights as a Lender	 	52
	SECTION 7.03	 	Exculpatory Provisions	 	52
	SECTION 7.04	 	Reliance by Administrative Agent	 	53
	SECTION 7.05	 	Delegation of Duties	 	53
	SECTION 7.06	 	Resignation of Agent	 	53
	SECTION 7.07	 	Non-Reliance on Agent and Other Lenders	 	54
	SECTION 7.08	 	Withholding Tax	 	54
	SECTION 7.09	 	Reserved	 	55
	SECTION 7.10	 	Enforcement	 	55



 




    	- iii -



    	 



    

  


	 	 	ARTICLE VIII MISCELLANEOUS	 	 
	 	 	 	 	 
	SECTION 8.01	 	Notices	 	55
	SECTION 8.02	 	Waivers; Amendment	 	58
	SECTION 8.03	 	Expenses; Indemnity; Damage Waiver	 	60
	SECTION 8.04	 	Successors and Assigns	 	62
	SECTION 8.05	 	Survival of Agreement	 	65
	SECTION 8.06	 	Counterparts; Integration; Effectiveness	 	65
	SECTION 8.07	 	Severability	 	65
	SECTION 8.08	 	Right of Setoff	 	65
	SECTION 8.09	 	Governing Law; Jurisdiction; Consent to Service of Process	 	66
	SECTION 8.10	 	Waiver of Jury Trial	 	67
	SECTION 8.11	 	Headings	 	67
	SECTION 8.12	 	Treatment of Certain Information; Confidentiality	 	67
	SECTION 8.13	 	USA PATRIOT Act Notice and Customer Identification Information and Verification	 	68
	SECTION 8.14	 	Interest Rate Limitation	 	68



 


	SCHEDULES	 	 	 	 
	 	 	 	 	 
	Schedule A	 	Loan Schedule	 	 
	Schedule B	 	Indebtedness Existing on the Closing Date	 	 
	 	 	 	 	 
	EXHIBITS	 	 	 	 
	 	 	 	 	 
	Exhibit A	 	Form of Assignment and Assumption	 	 
	Exhibit B	 	Form of Non-Bank Certificate	 	 



 




    	- iv -



    	 



    

  


CREDIT AGREEMENT


 


This CREDIT AGREEMENT
(this "Agreement") dated as of [___], among NORTHSTAR REALTY FINANCE CORP, a Maryland corporation ("Borrower"),
the Lenders from time to time a party hereto and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, "Administrative
Agent") for the Lenders.


 


WITNESSETH:


 


Borrower has requested
the Lenders to extend credit in the form of a Loan to be made on the Borrowing Date in the initial principal amount set forth on
the Loan Schedule.


 


The Lenders are willing
to extend such credit to Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto
agree as follows:


 


ARTICLE
I

DEFINITIONS


 


SECTION
1.01      Defined Terms.


 


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


 


"ABR",
is used when the Loan is bearing interest at a rate determined by reference to the Alternate Base Rate.


 


"ABR Loan"
shall mean a Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions
of Article II.


 


"Adjusted LIBOR
Rate" shall mean, if the Loan is a Eurodollar Loan, for any Interest Period, (a) an interest rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) determined by the Administrative Agent to be equal to the LIBOR Rate for the
Loan in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for the Loan for such
Interest Period.


 


"Administrative
Agent" shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as
the successor pursuant to Article VII.


 


"Administrative
Agent Fees" shall have the meaning assigned to such term in Section 2.04.


 


"Administrative
Questionnaire" shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


"Affiliate"
shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person specified.


 


"Agent"
shall mean the Administrative Agent.


 




    	- 1 -



    	 



    

  


"Agreement"
shall have the meaning assigned to such term in the preamble hereto.


 


"Alternate
Base Rate" shall mean, for any day, a fluctuating rate per annum (rounded upward, if necessary, to the nearest 1/100th
of 1%) equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect
on such day plus 0.50% and (c) the Adjusted LIBOR Rate for an Interest Period of one-month beginning on such day (or
if such day is not a Business Day, on the immediately preceding Business Day) plus 100 basis points. If the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations
in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b)
of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change
in the Base Rate or the Federal Funds Effective Rate, respectively.


 


"Anti-Money
Laundering Laws" shall mean any Requirements of Law related to money laundering, including 18 U.S.C. §§ 1956
and 1957 and the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq., as amended by the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act ("USA PATRIOT Act") of 2001 (Title
III of Pub. L. 107-56), and its implementing regulations (collectively, the "Bank Secrecy Act").


 


"Anti-Terrorism
Laws" shall mean any Requirements of Law related to terrorism financing and economic sanctions, including the Trading
With the Enemy Act (50 U.S.C. § 1 et seq., as amended), the International Emergency Economic Powers Act (50 U.S.C. §1701
et seq., as amended) and Executive Order 13224 (effective September 24, 2001), and their implementing regulations.


 


"Applicable
Margin" shall mean the applicable margin set forth in the Loan Schedule.


 


"Approved Fund"
shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.


 


"Assignment
and Assumption" shall mean 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 8.04(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit A, or any other form approved by the Administrative Agent.


 


"Base Rate"
shall mean, for any day, a rate per annum that is equal to the corporate base rate of interest established by the Administrative
Agent from time to time; each change in the Base Rate shall be effective on the date such change is effective. The corporate base
rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.


 


"Board"
shall mean the Board of Governors of the Federal Reserve System of the United States.


 




    	- 2 -



    	 



    

  


"Board of Directors"
shall mean, with respect to any person, (i) in the case of any corporation, the board of directors of such person, (ii) in
the case of any limited liability company, the board of managers of such person or if there is none, the Board of Directors of
the managing member of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of
such person and (iv) in any other case, the functional equivalent of the foregoing.


 


"Borrower"
shall have the meaning assigned to such term in the preamble hereto.


 


"Borrowing"
shall mean an extension of credit by the Lender to Borrower in the form of the Loan made hereunder on the Borrowing Date.


 


"Borrowing
Date" shall mean the date of the Borrowing hereunder and specified on the Loan Schedule.


 


"Breakage Cost"
shall have the meaning set forth in Section 2.11.


 


"Business Day"
shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law
to close; provided, however, that when used in connection with (a) a Eurodollar Loan, the term "Business
Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.


 


"Cash Available
For Distribution" shall mean net income (loss) attributable to common stockholders in the Borrower calculated in accordance
with GAAP, adjusted by adding (or subtracting) non-controlling interests attributable to a Borrower operating partnership, if any,
and the following items: depreciation and amortization items including depreciation and amortization, straight-line rental income
or expense, amortization of above/below market leases, amortization of deferred financing costs, amortization of discount on financings
and other, and equity-based compensation; cash flow related to CDO equity interests; accretion of consolidated CDO bond discounts;
non-cash net interest income in consolidated CDOs; unrealized gain (loss) from the change in fair value; realized gain (loss) on
investments and other, excluding accelerated amortization related to sales of CDO bonds or other investments; provision for (reversal
of) loan losses; impairment on property; acquisition gains or losses; distributions to joint venture partners; transaction costs;
foreign currency gains (losses); impairment on goodwill and other intangible assets and gains (losses) on sales; and one-time events
pursuant to changes in GAAP and certain other non-recurring items. For example, Cash Available For Distribution has been adjusted
to exclude non-recurring gain (loss) from deconsolidation of certain CDOs. These items, if applicable, include any adjustments
for unconsolidated ventures. For the avoidance of doubt, the calculation of "Cash Available For Distribution" as provided
herein should be consistent with the calculation of Cash Available For Distribution disclosed in any financial statements of the
Borrower.


 


"Cash Equivalents"
shall mean, as at any date of determination, any of the following: (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United
States, in each case maturing within one year from the date of acquisition; (b) certificates of


 




    	- 3 -



    	 



    

  


deposit, time deposits,
eurodollar time deposits, bankers' acceptances or overnight bank deposits having maturities of one year or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America, any state
thereof, the District of Columbia, any foreign bank, or its branches or agencies (fully protected against currency fluctuations),
in each case, having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least
A-2 by S&P or P-2 by Moody's, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two
named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing one year or less from the date
of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b)
of this definition, having a term of no more than 30 days with respect to securities issued or fully guaranteed or insured by the
United States government; (e) shares of money market mutual or similar funds which invest exclusively in assets satisfying the
requirements of clauses (a) through (d) of this definition; and (f) the equivalents of the foregoing in any jurisdiction
in which any Subsidiary is organized or doing business.


 


"Casualty Event"
shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other
taking (including by any Governmental Authority) of, any property of Borrower or any of its Subsidiaries. "Casualty Event"
shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or
by condemnation or other eminent domain proceedings pursuant to any Requirements of Law, or by reason of the temporary requisition
of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority,
civil or military, or any settlement in lieu thereof.


 


"CERCLA"
shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601
et seq. and all implementing regulations.


 


A "Change in
Control" shall mean means the consummation of any transaction (including, without limitation, any merger or consolidation)
the result of which is that any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of
Borrower's then outstanding Voting Stock or other Voting Stock into which its Voting Stock is reclassified, consolidated, exchanged
or changed, measured by voting power rather than number of shares.


 


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


 




    	- 4 -



    	 



    

  


"Charges"
shall have the meaning assigned to such term in Section 8.14.


 


"Closing Date"
shall mean the date of this Agreement.


 


"Code"
shall mean the Internal Revenue Code of 1986, as amended.


 


"Commonly Controlled
Entity" means an entity, whether or not incorporated, which is under common control with Borrower within the meaning of
Section 4001 of ERISA or is part of a group which includes Borrower and which is treated as a single employer under Section 414
of the Code.


 


"Companies"
shall mean Borrower and its Subsidiaries; and "Company" shall mean any one of them.


 


"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"
shall mean 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 ownership of voting securities, by contract or otherwise, and the terms "Controlling"
and "Controlled" shall have meanings correlative thereto.


 


"Conversion
Make-Whole Amounts" shall have the meaning specified in Section 2.06(b).


 


"Credit Enhancement
Agreements" means, collectively, any documents, instruments, guarantees or agreements entered into by Borrower or any
Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by Borrower) with
respect to any Securitization Indebtedness.


 


"Credit Event
Determination" shall have the meaning given in the 2003 ISDA Credit Derivatives Definitions as published by the International
Swaps and Derivatives Association, Inc.


 


"Credit Extension"
shall mean the making of a Loan by a Lender.


 


"Cut-Off Date"
shall mean the date of this Agreement.


 


"Default"
shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.


 


"Default Rate"
shall have the meaning assigned to such term in Section 2.05(d).


 


"Derivative
Transaction" means (i) a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate


 




    	- 5 -



    	 



    

  


swap transaction, currency
option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread
transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction,
weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including
any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction
referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets
(including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other
derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other
debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries
are to be made, or (iii) any combination of these transactions.


 


"dollars"
or "$" shall mean lawful money of the United States.


 


"Domestic Subsidiary"
shall mean any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District
of Columbia.


 


"EBITDA"
means, for any period, without duplication, an amount equal to Cash Available For Distribution of the Borrower and its consolidated
Subsidiaries on a consolidated basis for such period plus, to the extent deducted in computing Cash Available For Distribution
for such period, interest expense for such period plus the provision for Federal, state, local and foreign income taxes payable
of the Borrower and its consolidated Subsidiaries plus the amount of dividends or distributions paid or required to be paid during
such period in respect of preferred Equity Interests (excluding any balloon payments payable on maturity of such Equity Interests).
Notwithstanding anything herein to the contrary, EBITDA for the four-fiscal quarter period ending (a) on September 30, 2014 shall
equal (x) EBITDA for the fiscal quarter ending September 30, 2014 times (y) 4; (b) on December 31, 2014 shall equal (x) EBITDA
for the two consecutive fiscal quarter period ending December 31, 2014 times (y) 2; (c) on March 31, 2015 shall equal (x) EBITDA
for the three consecutive fiscal quarter period ending March 31, 2015 times (y) 4/3; and (d) after March 31, 2015 shall be EBITDA
for the most recent four-fiscal quarter period then ended.


 


"Eligible Assignee"
shall mean any person to whom the Loan (or a portion thereof) is permitted to be assigned pursuant to Section 8.04(b)(i);
provided that "Eligible Assignee" shall not include Borrower or any of its Affiliates or Subsidiaries or any natural
person.


 


"Embargoed
Person" shall mean any party that (i) is publicly identified on the most current list of "Specially Designated Nationals
and Blocked Persons" published by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"),
is a "designated national" pursuant to OFAC's Cuban Assets Control Regulations (31 C.F.R. 515.305), or resides, is organized
or chartered, or has a place of business in a country or territory that is prohibited pursuant to the OFAC sanctions programs or
(ii) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic
Powers Act, the Trading With the Enemy Act, or any other Requirements of Law.


 




    	- 6 -



    	 



    

  


"Environment"
shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the
land surface or subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.


 


"Environmental
Claim" shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability
for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural
resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the
presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation
or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release
of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.


 


"Environmental
Law" shall mean any and all present and future federal, state, local and foreign laws, treaties, laws, statutes, ordinances,
regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common
law, relating to protection of public health or the Environment, the processing, manufacturing, generation, handling, disposal,
transportation, Release or threatened Release of Hazardous Material, natural resources or natural resource damages, or occupational
safety or health, and any and all Environmental Permits.


 


"Environmental
Permit" shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization
required by or from a Governmental Authority under Environmental Law.


 


"Equity Interest"
shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership,
partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to
receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the Cut-Off
Date or issued after the Cut-Off Date, but excluding debt securities convertible or exchangeable into such equity.


 


"ERISA"
shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.


 


"ERISA Affiliate"
shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is
treated as a single employer under Section 414 of the Code.


 


"ERISA Event"
shall mean (a) any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder,
with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) with respect
to a Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether
or not waived; (c) the failure to make by its due date a required installment under Section 430(j)


 




    	- 7 -



    	 



    

  


of the Code with respect
to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) the filing pursuant to Section 412(c)
of the Code or Section 303(d) of ERISA (or after the effective date of the Pension Protection Act of 2006, Section 412(c)
of the Code and Section 302(c) of ERISA) of an application for a waiver of the minimum funding standard with respect to any
Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect
to the termination of any Plan; (f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a plan administrator
of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence
of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment
of a trustee to administer, any Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any liability with
respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by any Company or its 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; (i) the "substantial cessation of operations"
within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the imposition of a lien or the posting of
a bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975
of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Company.


 


"Eurodollar
Loan" shall mean a Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with
the provisions of Article II.


 


"Events of
Default" shall have the meaning assigned to such term in Section 6.01.


 


"Excess Amount"
shall have the meaning assigned to such term in Section 2.08(d).


 


"Exchange Act"
shall mean the Securities Exchange Act of 1934, as amended.


 


"Excluded Taxes"
shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account
of any obligation of Borrower hereunder, (a) Taxes imposed on or measured by its net income or profits and franchise Taxes
imposed on it or branch profits Taxes, however denominated, by a jurisdiction as a result of the recipient being organized or having
its principal office or, in the case of any Lender, its applicable lending office in such jurisdiction, or that are Other Connection
Taxes, (b) in the case of a Lender (other than an assignee pursuant to a request by Borrower under Section 2.14), any
U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such Lender pursuant to any Requirements
of Law that are in effect at the time such Foreign Lender becomes a party hereto, except to the extent that such Foreign Lender's
assignor, if any, was entitled, immediately prior to such assignment, to receive additional amounts or indemnity payments from
Borrower with respect to such withholding tax pursuant to Section 2.13, (c) in the case of a Lender who designates
a new lending office, any U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such Lender
pursuant to any Requirements of Law that are in effect at the time of such change in lending office, except to the extent that
such Foreign Lender was entitled, immediately prior to such change in lending office, to receive additional amounts or indemnity
payments from Borrower with respect to such withholding Tax


 




    	- 8 -



    	 



    

  


pursuant to Section 2.13,
(d) any U.S. federal withholding Tax that is attributable to such Lender's failure to comply with Section 2.13(f),
or (e) any withholding Taxes imposed under FATCA.


 


"FATCA"
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future U.S. Treasury regulations or official administrative
interpretations thereof, any treaty, law, regulation, intergovernmental agreement or other official guidance enacted by any other
jurisdiction or relating to an intergovernmental agreement between the United States and any other jurisdiction, which in either
case, facilitates the implementation of Sections 1471 through 1474 of the Code, and any agreements entered into pursuant to Section
1471(b)(1) of the Code or in connection with an intergovernmental agreement between the United States and any other jurisdiction
that facilitates the implementation of Section 1471 through 1474 of the Code.


 


"Federal Funds
Effective Rate" shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers
of recognized standing selected by it.


 


"Financial
Officer" of any person shall mean the chief financial officer, principal accounting officer, treasurer, chief accounting
officer or controller of such person.


 


"FIRREA"
shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.


 


"Fixed Charge
Coverage Ratio" means, as of any date of determination, the ratio of EBITDA for the period of twelve calendar months ending
on, or ended immediately prior to, such date of determination to Fixed Charges for such period.


 


"Fixed Charges"
shall mean, with respect to any date of determination, the amount of interest paid in cash by Borrower during the period of twelve
calendar months ending on, or ended immediately prior to, such date of determination, with respect to Indebtedness that is recourse
to Borrower and dividends paid by Borrower on its issued and outstanding preferred Equity Interests. For Indebtedness that is partially
recourse to Borrower, "Fixed Charges" includes cash interest expense paid by Borrower on the recourse portion.


 


"Fixed Rate"
shall mean, with respect to a Fixed Rate Loan, the fixed rate of interest set forth in the Loan Schedule.


 


"Fixed Rate
Loan" shall mean a Loan issued hereunder bearing a fixed rate of interest.


 


"Fixed Rate
Quotation Request" shall have the meaning specified in Section 2.06(b).


 


"Foreign Lender"
shall mean any Lender that is not, for United States federal income tax purposes, (i) an individual who is a citizen or resident
of the United States, (ii) a corporation,


 




    	- 9 -



    	 



    

  


partnership or other
entity treated as a corporation or partnership created or organized in or under the laws of the United States, or any political
subdivision thereof, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source or (iv) a
trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one
or more United States persons have the authority to control all substantial decisions of such trust.


 


"Foreign Subsidiary"
shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or
the District of Columbia.


 


"Fund"
shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


 


"GAAP"
shall mean generally accepted accounting principles in the United States applied on a consistent basis.


 


"Guarantee
Obligation" means as to any Person (the "guaranteeing person"), any obligation of (a) the guaranteeing
person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which
the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness (the "primary obligations") of any other unrelated third Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing
person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect
security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation
shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person shall be deemed to be the lesser of (a) an amount equal to the stated or determinable amount
of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing
person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation
and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount
of such Guarantee Obligation shall be such guaranteeing person's reasonably anticipated liability in respect thereof as determined
by Borrower in good faith.


 


"Governmental
Authority" shall mean the government of the United States or any other nation, or of any political subdivision thereof,
whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or


 




    	- 10 -



    	 



    

  


pertaining
to government (including any supra-national bodies such as the European Union, the European Central Bank or the Organisation
for Economic Co-operation and Development).


 


"Hazardous
Materials" shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls ("PCBs")
or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or
any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction
thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject
to regulation or which can give rise to liability under any Environmental Laws.


 


"Hedging Agreement"
shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency
exchange rates or commodity prices, either generally or under specific contingencies.


 


"Hedging Obligations"
shall mean obligations under or with respect to Hedging Agreements.


 


"Indebtedness"
shall mean, for any Person, without duplication,


 


(i)           all
indebtedness for borrowed money of such Person (and all other obligations owing by such Person under the documents pursuant to
which such indebtedness borrowed);


 


(ii)          all
non-contingent (but only so long as non-contingent) obligations issued, undertaken or assumed by such Person as the deferred purchase
price of Property or services (other than earn-out payments made in connection with acquisitions and trade payables and accrued
expenses paid on customary terms and not more than 90 days past due and incurred in the ordinary course of business on ordinary
terms), excluding payments made in connection with non-compete arrangements;


 


(iii)         all
non-contingent reimbursement or payment obligations of such Person with respect to surety instruments (such as, for example, unpaid
reimbursement obligations in respect of a drawing under a letter of credit);


 


(iv)         all
obligations of such Person evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred
in connection with the acquisition of Property or businesses;


 


(v)          all
indebtedness of such Person created or arising under any conditional sale or other title retention agreement, or incurred as financing,
in either case with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under
such agreement in the event of default are limited to repossession or sale of such Property), the amount of such indebtedness to
be deemed the lesser of the outstanding amount thereof and the fair market value of such Property;


 


(vi)         all
obligations under leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which
such Person is liable as lessee;


 




    	- 11 -



    	 



    

 


 


(vii)        all
obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker's
acceptances issued for the account of such Person;


 


(viii)       all
obligations of such Person under any take-or-pay or other similar arrangements that are not in the ordinary course of business;


 


(ix)          all
indebtedness of other Persons referred to in clauses (i) through (viii) above secured by (or for which the Holder of such indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts
rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, the
amount of such indebtedness to be deemed to be the lesser of the outstanding amount thereof and the fair market value of such Property;


 


(x)           all
obligations of such Person in respect of Derivative Transactions; and


 


(xi)          all
Guarantee Obligations of such Person in respect of indebtedness of the kinds referred to in clauses (i) through (x) above.


 


Indebtedness shall
not include accounts extended by suppliers in the ordinary course of business on normal trade terms in connection with the purchase
of goods and services. The Indebtedness of any Person shall include any Indebtedness of any partnership in which such Person is
the general partner (limited to the lesser of the face amount thereof and the shareholders equity of the Person who is the general
partner).


 


"Indemnified
Taxes" shall mean all Taxes other than Excluded Taxes.


 


"Indemnitee"
shall have the meaning assigned to such term in Section 8.03(b).


 


"Information"
shall have the meaning assigned to such term in Section 8.12.


 


"Intellectual
Property" shall have the meaning assigned to such term in Section 3.06(a).


 


"Interest Payment
Date" means the Borrowing Date, each Quarterly Date and the Maturity Date.


 


"Interest Period"
means, if the Loan is a Eurodollar Loan, the period commencing on the Borrowing Date and ending on the first Quarterly Date thereafter,
and each subsequent period commencing on such Quarterly Date and ending on the next succeeding Quarterly Date, provided
that (i) the final such Interest Period shall end on and include the Maturity Date of the Loan; and (ii) any conversion of the
Loan from a Eurodollar Loan to an ABR Loan under Section 2.06(c) shall take place immediately regardless of whether
such change shall occur during such Interest Period.


 


"Leases"
shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise
agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications
and/or guarantees thereof), whether or not of record and whether now in existence


 




    	- 12 -



    	 



    

  


or hereafter entered
into, affecting the use or occupancy of all or any portion of any Real Property.


 


"Lenders"
shall mean (a) the Persons that have become a party hereto pursuant to a Lender Addendum and (b) any Person that has
become a party hereto pursuant to an Assignment and Assumption, other than, in each case, any such Person that has ceased to be
a party hereto pursuant to an Assignment and Assumption.


 


"LIBOR Rate"
shall mean, with respect to a Eurodollar Loan for any Interest Period, the rate per annum determined by the Administrative Agent
to be the arithmetic mean of the offered rates for deposits in dollars with a term comparable to such Interest Period that appears
on the LIBOR Page (as defined below) at approximately 11:00 a.m., London, England time, on the second full London Business Day
preceding the first day of such Interest Period; provided, that (i) if no comparable term for an Interest Period
is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most nearly
corresponding to such Interest Period and (ii) if there shall at any time no longer exist a LIBOR Page, "LIBOR Rate"
shall mean, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum equal to the
rate at which the Administrative Agent is offered deposits in dollars at approximately 11:00 a.m., London, England time, two London
Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such
Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar
Loan to be outstanding during such Interest Period. Notwithstanding the foregoing, for purposes of clause (c) of the definition
of Alternate Base Rate, the rates referred to above shall be the rates as of 11:00 a.m., London, England time, on the date of determination
(rather than the second London Business Day preceding the date of determination). "LIBOR Page" shall mean the
display designated as Reuters Screen LIBOR01 Page (or such other page as may replace such page on such service for the purpose
of displaying the rates at which dollar deposits are offered by leading banks in the London interbank deposit market).


 


"Lien"
shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment,
hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference, including any
easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed
by law; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in
the case of securities, any purchase option, call or similar right of a third party with respect to such securities.


 


"Loan Documents"
shall mean this Agreement.


 


"Loan"
shall mean the term loan borrowed under this Agreement with the characteristics set forth in the Loan Schedule.


 


"Loan Schedule"
shall mean Schedule A hereto.


 




    	- 13 -



    	 



    

  


"London Business
Day" shall mean any day on which banks are generally open for dealings in dollar deposits in the London interbank market.


 


"Make-Whole
Amount" means, in relation to any Make-Whole Event with respect to the Loan, for each Lender, an amount equal to the absolute
value of the difference between (if negative):


 


(a)         
gains received (if any) by such Lender as a result of their terminating, liquidating, obtaining or reestablishing any hedge or
related trading position relating to the Loan;


 


and


 


(b)          the
aggregate amount of losses or costs incurred by such Lender as a result of their terminating, liquidating, obtaining or reestablishing
any hedge or related trading position relating to the Loan.


 


"Make-Whole
Event" means any event (including any prepayment of the Loan pursuant to Sections 2.08(a), (b) or (c)
or any acceleration of the Loan in accordance with Article VI) which results in a Lender receiving any amount on account
of the principal of its portion of the Loan prior to the scheduled payment date therefor.


 


"Margin Stock"
shall have the meaning assigned to such term in Regulation U.


 


"Market Disruption
Loan" shall mean a Loan, the rate of interest applicable to which is based upon the Market Disruption Rate, and the Applicable
Margin with respect thereto shall be the same as the Applicable Margin then applicable to a Eurodollar Loan; provided that,
other than with respect to the rate of interest and Applicable Margin applicable thereto, a Market Disruption Loan shall for all
purposes hereunder and under the other Loan Documents be treated as an ABR Loan.


 


"Market Disruption
Rate" shall mean, for any day, a fluctuating rate per annum (rounded upwards, if necessary, to the nearest 1/100th of
1%) equal to, in the reasonable discretion of the Administrative Agent, either (i) the Alternate Base Rate for such day or (ii)
the rate for such day reasonably determined by the Administrative Agent to be the cost of funds of representative participating
members in the interbank eurodollar market selected by the Administrative Agent (which may include Lenders) for maintaining loans
similar to a Market Disruption Loan. Any change in the Market Disruption Rate shall be effective as of the opening of business
on the effective day of any change in the relevant component of the Market Disruption Rate.


 


"Material Adverse
Effect" shall mean (a) a material adverse effect on the business, operations, properties or condition (financial
or otherwise) of Borrower and its Subsidiaries, taken as a whole; (b) material impairment of the ability of the Borrower to
fully and timely perform any of its obligations under any Loan Document; or (c) material impairment of the rights of or benefits
or remedies available to the Lenders under any Loan Document.


 




    	- 14 -



    	 



    

  


"Material Subsidiary"
means, at any time, any Subsidiary of the Borrower that, on a consolidated basis with its Subsidiaries, has shareholders' equity
of greater than 20% of total shareholders' equity of the Borrower and its Subsidiaries.


 


"Maturity Date"
shall mean, in respect of the Loan, the date set forth in the Loan Schedule.


 


"Maximum Rate"
shall have the meaning assigned to such term in Section 8.14.


 


"MNPI"
shall have the meaning assigned to such term in Section 8.01(d).


 


"Multiemployer
Plan" shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to
which any Company or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any
Company or any ERISA Affiliate has within the preceding five plan years made contributions; or (c) with respect to which any
Company could incur liability.


 


"Non-Recourse
Indebtedness" means Indebtedness for which the recourse of the lender for non-payment is limited to (i) such lender's
Liens on a particular asset or group of assets or (ii) a single Person or group of Persons that own only a particular asset or
group of assets (and in any event shall include Indebtedness incurred as part of an acquisition of a portfolio of assets whereby
one pool of assets within such portfolio is financed separately from another pool of assets within such portfolio and such Indebtedness
is recourse to both pools of assets within such portfolio, so long as such Indebtedness has recourse only to the assets within
such portfolio); provided that customary "bad acts" guarantees, environmental guarantees and similar agreements shall
not constitute recourse.


 


"Obligations"
shall mean (a) obligations of Borrower from time to time arising under or in respect of the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loan, when and
as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of Borrower under this Agreement and the other Loan Documents,
and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrower under or pursuant
to this Agreement and the other Loan Documents.


 


"OFAC"
shall have the meaning set forth in the definition of "Embargoed Person."


 


"Officers'
Certificate" shall mean a certificate executed by the chairman of the Board of Directors (if an officer), the chief executive
officer or the president or one of the Financial Officers, each in his or her official (and not individual) capacity.


 


"Organizational
Documents" shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation
and by-laws (or similar documents) of such


 




    	- 15 -



    	 



    

  


person, (ii) in
the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such
person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar
documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of
such person and (v) in any other case, the functional equivalent of the foregoing.


 


"Other Connection
Taxes" shall mean, with respect to any recipient of any payment to be made by or on account of Borrower hereunder, Taxes
imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than
connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received
payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan
Document, or sold or assigned an interest in any Loan, or Loan Document).


 


"Other Credit
Agreement" means each credit agreement (other than this Agreement) substantially similar to this Agreement, that is entered
into among the Company, the Lenders party thereto and UBS AG, Stamford Branch, as administrative agent thereunder.


 


"Other Taxes"
shall mean all present or future stamp or documentary Taxes or any other excise, property or similar Taxes, charges or 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 (and any interest, additions to Tax or penalties applicable thereto)
except any such Taxes that are Other Connection Taxes.


 


"Participant"
shall have the meaning assigned to such term in Section 8.04(d).


 


"Participant
Register" shall have the meaning assigned to such term in Section 8.04(d).


 


"PBGC"
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


"Permitted
Liens" shall have the meaning assigned to such term in Section 5.02.


 


"person"
shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.


 


"Plan"
shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Company or its ERISA Affiliate
or with respect to which any Company could incur liability (including under Section 4069 of ERISA).


 


"Prepayment
Premium" shall mean, in relation to any Make-Whole Event with respect to the Loan, for each Lender, an amount equal to
(a) if such Make-Whole Event occurs at any time from and including the Closing Date to and including the one-year anniversary of
the Closing Date, 1.0% of the aggregate outstanding principal amount of the portion of such Lender's Loan that is to be prepaid
in connection with such Make-Whole Event, (b) if such Make-Whole Event occurs at any time after the one year anniversary of the
Closing Date to and including the two-year anniversary of the Closing Date, 0.50% of the aggregate outstanding


 




    	- 16 -



    	 



    

  


principal amount of the
portion of such Lender's Loan that is to be prepaid in connection with such Make-Whole Event, and (c) if such Make-Whole Event
occurs at any time after the two-year anniversary of the Closing Date, zero.


 


"Principal
Amount" shall mean, in respect of the Loan, the date set forth in the Loan Schedule.


 


"Private Side
Communications" shall have the meaning assigned to such term in Section 8.01(d).


 


"Private Siders"
shall have the meaning assigned to such term in Section 8.01(d).


 


"property"
shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and
whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence
or owned or hereafter entered into or acquired, including all Real Property.


 


"Public Siders"
shall have the meaning assigned to such term in Section 8.01(d).


 


"Quarterly Date" means
the [__]th day of each March, June, September and December in each year (or, if any such day is not a Business Day,
the next succeeding Business Day).


 


"Real Property"
shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all
parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together
with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures
and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or
operation thereof.


 


"Refinancing
Indebtedness" means Indebtedness that is incurred to refund, refinance, replace, exchange, renew, repay or extend (including
pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Cut-Off Date or incurred in compliance with
this Agreement including Indebtedness of Borrower used to refinance Refinancing Indebtedness; provided that:


 


(a)          the
Refinancing Indebtedness has a stated maturity at the time such Refinancing Indebtedness is incurred that is the same as or greater
than the stated maturity of the Indebtedness being refinanced; and


 


(b)          such
Refinancing Indebtedness is incurred in an aggregate amount that is equal to or less than the sum of the aggregate amount then
outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness incurred to pay premiums
(including tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith).


 


"Register"
shall have the meaning assigned to such term in Section 8.04(c).


 




    	- 17 -



    	 



    

  


"Regulation
D" shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


"Regulation
S-X" shall mean Regulation S-X promulgated under the Securities Act.


 


"Regulation
T" shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


"Regulation
U" shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


"Regulation
X" shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


"Related Parties"
shall mean, with respect to any person, such person's Affiliates and the partners, directors, officers, employees, agents and advisors
of such person and of such person's Affiliates.


 


"Release"
shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.


 


"Required Lenders"
shall mean, at any time, Lenders having more than 50% of the principal amount of the Loan outstanding at such time.


 


"Requirements
of Law" shall mean, collectively, any and all applicable requirements of any Governmental Authority including any and
all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes or case law.


 


"Response"
shall mean (a) "response" as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other
actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other
way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further
Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to,
or to determine the necessity of the activities described in, clause (i) or (ii) above.


 


"Responsible
Officer" of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar
official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.


 


"Sarbanes-Oxley
Act" shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations promulgated thereunder.


 


"Securities
Act" shall mean the Securities Act of 1933.


 


"Single Employer
Plan" means any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.


 




    	- 18 -



    	 



    

  


"Statutory
Reserves" shall mean for any Interest Period for a Eurodollar Loan, the average maximum rate at which reserves (including
any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D
by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against
"Eurocurrency liabilities" (as such term is used in Regulation D. A Eurodollar Loan shall be deemed to constitute Eurodollar
liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which
may be available from time to time to any Lender under Regulation D.


 


"Subsidiary"
shall mean, as to any Person, a corporation, partnership, limited liability company, trust, estate or other entity of which shares
of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such
corporation, partnership, limited liability company or other entity are at the time owned, directly or indirectly through one or
more intermediaries, or both, by such Person. Unless the context requires otherwise, "Subsidiary" refers to a Subsidiary
of Borrower.


 


"Succession
Event Determination" shall have the meaning given in the 2003 ISDA Credit Derivatives Definitions as published by the
International Swaps and Derivatives Association, Inc.


 


"Tax Return"
shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect
of Taxes.


 


"Taxes"
shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed
by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


"Transactions"
shall mean, collectively, the transactions to occur on or prior to the Borrowing Date pursuant to the Loan Documents, including
(a) the execution, delivery and performance of the Loan Documents and the Borrowing hereunder; and (b) the payment of all
fees and expenses to be paid on or prior to the Borrowing Date and owing in connection with the foregoing.


 


"Turn-Over
Subsidiary" means any Subsidiary of the Borrower that: (i) is a borrower of Non-Recourse Indebtedness that has either
matured or is subject to an event of default or equivalent condition beyond the applicable grace period, if any, provided therefor
and such event of default or equivalent condition has caused the holder or holders of such Indebtedness (or a trustee or agent
on behalf of such holder or holders), to accelerate such Non-Recourse Indebtedness; (ii) has holders of such Non-Recourse Indebtedness
(or a trustee or agent on behalf of such holders) that have initiated foreclosure proceedings against the collateral securing such
Non-Recourse Indebtedness (a "Non-Recourse Indebtedness Foreclosure"); and (iii) has advised Administrative Agent in
writing that either it does not intend to contest such Non-Recourse Indebtedness Foreclosure or intends to convey the collateral
subject to such Non-Recourse Indebtedness Foreclosure to the holders of such Indebtedness.


 




    	- 19 -



    	 



    

  


"Type,"
refers to whether the rate of interest on the Loan is a Fixed Rate or is determined by reference to the Adjusted LIBOR Rate or
the Alternate Base Rate.


 


"UCC"
shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or
jurisdiction.


 


"United States"
shall mean the United States of America.


 


"USA PATRIOT
Act" shall have the meaning set forth in the definition of "Anti- Money Laundering Laws."


 


"Voting Stock"
shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.


 


"Withdrawal
Liability" shall mean 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.


 


SECTION
1.02      Classification of Loan.


 


For purposes of this
Agreement, references to a Type of Loan (e.g., a "Eurodollar Loan") shall apply to the Loan if the Loan is
of that Type, or otherwise as the context requires.


 


SECTION
1.03      Terms Generally.


 


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 (a) any definition of or
reference to any Loan Document, agreement, instrument or other document herein 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 the other Loan Documents), (b) any reference herein to any
person shall be construed to include such person's successors and assigns, (c) the words "herein," "hereof"
and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation
herein shall refer to such law or regulation as amended, modified or supplemented from time to time, and (f) 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.


 




    	- 20 -



    	 



    

  


SECTION
1.04      Accounting Terms; GAAP.


 


(a)          Except
as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in
accordance with GAAP as in effect from time to time and all terms of an accounting or financial nature shall be construed and interpreted
in accordance with GAAP, as in effect on the Cut-Off Date unless otherwise agreed to by Borrower and the Required Lenders.


 


(b)          Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature shall be construed, and all computations of
amounts and ratios referred to in, and determinations of compliance with the provisions hereof shall be made without giving effect
to any election under FASB Accounting Standards Codification 825 (or any other part of FASB Accounting Standards Codification having
a similar result or effect) for purposes of valuing any Indebtedness or other liabilities of Borrower or any Subsidiary of any
Borrower at "fair value" or to include any gain or loss attributable thereto in the calculation of net income (or loss)
of Borrower or any Subsidiary of Borrower.


 


ARTICLE
II

THE CREDITS


 


SECTION
2.01      Reserved.


 


SECTION
2.02      The Loan.


 


(a)          Subject
to the terms and conditions herein, the Lenders shall make a Loan to Borrower on the Borrowing Date with the Principal Amount,
Maturity Date, Type and Applicable Margin or Fixed Rate (as applicable) set forth in the Loan Schedule. The Loan Schedule shall
set forth the portion of the Principal Amount of the Loan that each Lender has agreed to fund (such Lender's "portion").


 


(b)          Each
Lender shall fund its portion of the Loan on the Borrowing Date by wire transfer of immediately available funds to such account
in New York City as the Administrative Agent may designate not later than 12:00 (noon), New York City time, and the Administrative
Agent shall promptly credit the amounts so received to an account as designated therefor by Borrower in a notice to the Administrative
Agent or, if the Borrowing shall not occur on such date because any condition precedent to the Borrowing shall not have been met,
return the amounts so received to the respective Lenders.


 


(c)          Unless
the Administrative Agent shall have received notice from a Lender prior to the Borrowing Date that such Lender will not make available
to the Administrative Agent such Lender's portion of the Loan, the Administrative Agent may assume that such Lender has made such
portion available to the Administrative Agent at the time of the Borrowing in accordance with paragraph (b) above, and the
Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If
the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith
on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to


 




    	- 21 -



    	 



    

  


Borrower until the date
such amount is repaid to the Administrative Agent at (i) in the case of Borrower, the interest rate applicable at the time
to the Loan and (ii) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute such Lender's portion of the Loan for purposes of
this Agreement, and Borrower's obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(c)
shall cease.


 


SECTION
2.03      Evidence of Debt; Repayment of the Loan.


 


(a)          Promise
to Repay.  Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender, each
Lender's portion of the principal amount of the Loan as provided in Section 2.07.


 


(b)          Lender
and Administrative Agent Records.  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing
the Indebtedness of Borrower to such Lender resulting from the portion of the Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain
records including (i) the amount of the Loan made hereunder, Type thereof and the Interest Period applicable thereto; (ii) the
amount of any principal, interest, Make-Whole Amount, Prepayment Premium or Breakage Costs due and payable or to become due and
payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender's share thereof. The entries made in the records maintained by the Administrative
Agent and each Lender pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations
therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error
therein shall not in any manner affect the obligations of Borrower to repay the Loan in accordance with its terms. In the event
of any conflict between the records maintained by any Lender and the records of the Administrative Agent in respect of such matters,
the records of the Administrative Agent shall control in the absence of manifest error.


 


SECTION
2.04      Administrative Agent Fees.


 


Borrower agrees to
pay to the Administrative Agent, for its own account, the administrative fees payable in the amounts and at the times separately
agreed upon between Borrower and the Administrative Agent (the "Administrative Agent Fees"). Once paid, none of
the Administrative Agent Fees shall be refundable under any circumstances.


 


SECTION
2.05      Interest Based on Type of Loan.


 


(a)          Eurodollar
Loan.  Subject to the provisions of Section 2.05(d), if the Loan is a Eurodollar Loan, the Loan shall bear interest
at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for the Loan plus the Applicable
Margin.


 


(b)          Fixed
Rate Loan.  Subject to the provisions of Section 2.05(d), if the Loan is a Fixed Rate Loan, the Loan shall bear
interest at the Fixed Rate.


 




    	- 22 -



    	 



    

  


(c)          ABR
Loan.  Subject to the provisions of Section 2.05(d), if the Loan is converted to an ABR Loan, the Loan shall bear
interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin, during the period for which the Loan
remains an ABR Loan.


 


(d)          Default
Rate.  Notwithstanding the foregoing, if there is an Event of Default or if any principal of or interest on the Loan or any
fee or other amount payable by Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise,
such overdue Obligations shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at
a rate per annum equal to 2.0% plus the rate otherwise applicable to a Eurodollar Loan as provided in the preceding paragraphs
of this Section 2.05 (the "Default Rate").


 


(e)          Interest
Payment Dates.  Interest on the Loan shall be payable in advance
on each Interest Payment Date for (in the case of Eurodollar Loans) the Interest Period commencing on such Interest Payment
Date and (in the case of Fixed Rate Loans) for the period from such Interest Payment Date to but excluding the immediately following
Interest Payment Date; provided that (i) interest accrued pursuant to Section 2.05(d) shall be payable
on demand; (ii) in the event of any conversion of the Loan from a Eurodollar Loan to a Fixed Rate Loan prior to the end of
the current Interest Period therefor, if the related Fixed Rate exceeds the rate of interest on such Eurodollar Loan for such Interest
Period then the Borrower shall pay the additional interest thereon in advance, for the period from the date of such conversion
to but excluding the immediately succeeding Interest Payment Date, on the effective date of such conversion; (iii) in the
event of any conversion of the Loan from a Eurodollar Loan to a Fixed Rate Loan prior to the end of the current Interest Period
therefor, if the related Fixed Rate is less than the rate of interest on such Eurodollar Loan for such Interest Period then the
excess interest thereon shall be credited to reduce the amount of interest payable on the immediately succeeding Interest Payment
Date; and (iv) interest accruing on ABR Loans shall be payable in advance based on the ABR as in effect on such Interest Payment
Date (with any changes to such rate during the period from such Interest Payment Date to the immediately succeeding Interest Payment
Date to be added to, or credited against, the amount of interest payable on such succeeding Interest Payment Date).


 


(f)           Interest
Calculation.  All interest hereunder shall be computed on the basis of a year of 360 days (or 365 days in the case of an
ABR Loan) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The
applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions
of this Agreement and such determination shall be conclusive absent manifest error.


 


(g)          Currency
for Payment of Interest.  All interest paid or payable pursuant to this Section 2.05 shall be paid in U.S. dollars.


 


SECTION
2.06      Interest Conversions.


 


(a)          Generally. 
The Loan made on the Borrowing Date shall be either a Eurodollar Loan or a Fixed Rate Loan, which designation shall be specified
in the Loan Schedule. If the


 




    	- 23 -



    	 



    

  


Loan is a Eurodollar
Loan, Borrower may request to convert the Loan to a Fixed Rate Loan, as provided in Section 2.06(b).


 


(b)          Fixed
Rate Conversion Request.  If the Loan is a Eurodollar Loan, by written notice to the Administrative Agent, Borrower may, from
time to time, request a quotation (a "Fixed Rate Quotation Request") from all of the Lenders for a fixed rate
conversion with respect to the Loan. Upon receipt of a Fixed Rate Quotation Request, the Lenders may, but shall be under no obligation
to, provide interest rate quotes specifying a fixed rate of interest for the Eurodollar Loan. Such fixed rate shall be determined
by the Lenders on the basis that the Eurodollar Loan to bear such rate shall mature on the originally scheduled Maturity Date of
such Eurodollar Loan and with interest payable quarterly on the Interest Payment Dates (with such conversion to occur as of the
last day of the then-current Interest Period applicable to the Eurodollar Loan). If the Lenders do elect to quote a fixed rate
of interest in relation to such conversion, each Lender shall specify the costs and expenses that would be payable to such Lender
in connection with such conversion ("Conversion Make-Whole Amounts"), which may at each Lender's option include
the aggregate amount of losses or costs that would be incurred by such Lender as a result of its terminating, liquidating, obtaining
or reestablishing any hedge or related trading position relating to the Eurodollar Loan. No such conversion shall be effective
until the Lenders and the Administrative Agent make such changes to their records under Section 2.03(b) to reflect
such conversion and unless Borrower pays to the Administrative Agent (for distribution to the Lenders) the related Conversion Make-Whole
Amount. A Eurodollar Loan that is converted pursuant to this Section 2.06(b) shall constitute a "Fixed Rate Loan"
for all purposes hereof (including, without limitation, prepayment) after such conversion. A conversion of a Eurodollar Loan to
a Fixed Rate Loan shall be permanent.


 


Promptly following
receipt of an Fixed Rate Quotation Request, the Administrative Agent shall advise each Lender of the details thereof.


 


(c)          Automatic
Conversion to ABR Loan.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing,
the Administrative Agent or the Required Lenders may require, by notice to Borrower, that, if the Loan is a Eurodollar Loan (i) the
Loan may not be continued as a Eurodollar Loan, and (ii) unless repaid, the Loan shall be converted to an ABR Loan at the
end of the Interest Period applicable thereto.


 


SECTION
2.07      Maturity of the Loan.


 


Borrower shall pay
to the Administrative Agent, for the account of the Lenders, on the Maturity Date designated in the Loan Schedule (or if any such
date is not a Business Day, on the immediately succeeding Business Day) the outstanding principal amount of the Loan (without prejudice
to the Borrower's obligations hereunder and under the other Loan Documents to pay all other accrued and unpaid amounts then owing
to the Lenders hereunder and thereunder).


 


SECTION
2.08      Optional and Mandatory Prepayments.


 


(a)          Optional
Prepayments.  Borrower shall have the right at any time and from time to time to prepay the Loan, in whole or in part, subject
to the requirements of this Section 2.08; provided that each partial prepayment shall be in an amount (i) that
is an integral multiple of


 




    	- 24 -



    	 



    

  


$1,000,000 and not less
than $10,000,000 or, if less, the outstanding principal amount of the Loan, and (ii) that shall include all accrued and unpaid
interest thereon to the prepayment date, the Make-Whole Amount, Prepayment Premium and the Breakage Costs (if any) with respect
to the Loan.


 


(b)          Mandatory
Prepayment.  In the event that a Credit Event Determination or a Succession Event Determination occurs with respect to the Borrower,
the principal amount of the Loan then outstanding, and accrued interest on the Loan, and all other amounts payable by Borrower
hereunder, together with the Make-Whole Amount, Prepayment Premium and any Breakage Costs shall automatically become immediately
due and payable without demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower.


 


(c)          Prepayment
Upon a Change in Control.  If any Change in Control occurs, then Borrower will promptly notify the Administrative Agent (who
shall notify each Lender) of such Change in Control and the date upon which it occurred. If any Lender then outstanding furnishes
a written request for prepayment of all or any portion of the Loan held by such Lender to the Administrative Agent not more than
10 days after receipt by such Lender of such notice of such Change in Control from the Administrative Agent, Borrower will prepay
all or any such portion of the Loan then held by such Lender, as stated in such written request, at one hundred percent (100%)
of the principal amount so prepaid plus accrued and unpaid interest thereon to the prepayment date, the Make-Whole Amount, Prepayment
Premium and the Breakage Costs, if any, with respect to such portion of the Loan. Each such prepayment shall occur on the date
that is 30 days after Borrower receives the request for repayment from a Lender, unless Borrower and such Lender agree to a different
date. Each notice from the Administrative Agent pursuant to this Section 2.08(c) shall make explicit reference to this
Section 2.08(c) and shall state that the right of the Lenders to require prepayment thereof must be exercised within
10 days of the receipt of such notice.


 


(d)          Application
of Prepayments.  Prior to any optional prepayment hereunder, Borrower shall specify the portion of the Loan to be prepaid in
the notice of such prepayment pursuant to Section 2.08(e), subject to the provisions of this Section 2.08(d).
In the event of any optional prepayment, the aggregate amount of such prepayment shall be allocated between each Lender pro
rata based on the portion of the Loan each Lender holds over the aggregate principal amount of outstanding of the Loan.
Notwithstanding the foregoing any Lender may elect, by written notice to the Administrative Agent at least one Business Day prior
to the prepayment date, to decline any prepayment of its portion of the Loan, pursuant to this Section 2.08, in which
case the aggregate amount of the prepayment that would have been applied to prepay such Lender's portion, but was so declined shall
be ratably offered to each Lender that initially accepted such prepayment.


 


(e)          Notice
of Prepayment.  Borrower shall notify the Administrative Agent by written notice of any optional prepayment hereunder not less
than 5 days prior to the date of such prepayment. Each such notice shall be irrevocable; provided, that any such notice
may be conditioned on the consummation of a refinancing or other transaction and may be rescinded or postponed on or prior to the
proposed prepayment date if such refinancing or other transaction is not consummated or is delayed. Each such notice shall specify
the prepayment date, the principal amount and accrued interest of the Loan or portion thereof to be prepaid and a


 




    	- 25 -



    	 



    

  


reasonably detailed calculation
of the amounts owing in respect of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall
advise the Lenders of the contents thereof, and each Lender shall specify to the Administrative Agent the amount of any Make-Whole
and/or Breakage Costs resulting from such prepayment.


 


(f)           Make-Whole
Amounts and Prepayment Premium.  Upon the occurrence of (i) any event (including any prepayment of the Loan pursuant to this
Section 2.08 or any acceleration of the Loan in accordance with Section 6.01) which results in any Lender
receiving any amount on account of the principal amount of its portion of the Loan prior to the scheduled payment date therefor,
or (ii) any default in the making of any payment or prepayment required to be made in respect of any Lender's portion of the Loan,
Borrower shall owe any such affected Lender a Make-Whole Amount and Prepayment Premium with respect to such portion.


 


SECTION
2.09       Alternate Rate of Interest.


 


(a)          If
the Loan is a Eurodollar Loan, and prior to the commencement of any Interest Period:


 


(i)          the
Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or


 


(ii)         the
Administrative Agent determines or is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest
Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their portions of the Loan for
such Interest Period;


 


then the Administrative
Agent shall give written notice thereof to Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative
Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, the Loan shall be converted,
on the last day of the then-current Interest Period, to a Market Disruption Loan. In such an event, the Loan shall continue as
a Market Disruption Loan until such time as the Administrative Agent has determined that adequate and reasonable means exist for
ascertaining the Adjusted LIBOR Rate for the related Interest Period. Upon any such determination by the Administrative Agent,
the Administrative Agent shall promptly deliver to Borrower and the Lenders written notice thereof, and on the first day of the
next succeeding Interest Period, the Loan shall bear interest at its original Adjusted LIBOR Rate.


 


(b)          Illegality.
 Notwithstanding any other provision of this Agreement, if, after the date hereof, any change in any law or regulation or in the
interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful
for any Lender to extend credit at the Adjusted LIBOR Rate or to give effect to its obligations as contemplated hereby with respect
to any extension of credit at the Adjusted LIBOR Rate and the Loan is a Eurodollar Loan, then (x) such Lender shall promptly deliver
to the Administrative Agent (who shall in turn provide to Borrower) a certificate notifying the Administrative Agent of such circumstances
and setting forth the Alternative Base Rate that would be applicable to such Lender's portion of the Loan if Borrower converted
such portion of


 




    	- 26 -



    	 



    

  


the Loan to an ABR Loan
(which notice shall be withdrawn when such Lender determines in good faith that such circumstances no longer exist), (y) the obligation
of such Lender to continue extending credit at the Adjusted LIBOR Rate shall forthwith be cancelled and its portion of the Loan
shall be converted to an ABR Loan until such time as it shall no longer be unlawful for such Lender to extend credit at the LIBOR
Rate, and until such time, such Lender shall then be obligated only to extend credit at the Alternative Base Rate.


 


SECTION
2.10      Yield Protection.


 


(a)          Increased
Costs Generally.  If the Loan is a Eurodollar Loan, and 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 reflected
in the Adjusted LIBOR Rate); or


 


(ii)          impose
on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or the portion of the
Loan made by such Lender or participation therein;


 


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


 


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


 


(c)          Certificates
for Reimbursement.  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.10 and delivered
to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender or the amount shown as due on any such certificate
within 15 days after receipt thereof.


 


(d)          Delay
in Requests.  Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.10 shall
not constitute a waiver of such Lender's right to


 




    	- 27 -



    	 



    

  


demand such compensation;
provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs
incurred or reductions suffered more than 180 days prior to the date that such Lender notifies Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended
to include the period of retroactive effect thereof).


 


SECTION
2.11      Breakage Costs.


 


If the Loan is a Eurodollar
Loan, in the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of the Loan earlier than
the last day of an Interest Period applicable thereto (including as a result of an Event of Default) or (b) the conversion
of the Loan to a Fixed Rate Loan earlier than the last day of the Interest Period applicable thereto, then, in any such event,
Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to
any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest
which would have accrued on the principal amount of such Lender's portion of the Loan had such event not occurred, at the Adjusted
LIBOR Rate that would have been applicable to such portion of the Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor over (ii) the amount of interest which would accrue on such principal amount
for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the Eurodollar market. The amounts described to in this paragraph,
shall be referred to herein collectively as "Breakage Costs". A certificate of any Lender setting forth in reasonable
detail any Breakage Costs that such Lender is entitled to receive pursuant to this Section 2.11 shall be delivered
to Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. Borrower shall
pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.


 


SECTION
2.12      Payments Generally; Pro Rata Treatment; Sharing of Setoffs.


 


(a)          Payments
Generally.  Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of
principal, interest, fees or of amounts payable under Section 2.06(b), 2.08(f), 2.10, 2.11, 2.13
or 8.03, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment
(or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available
funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at its offices at 677 Washington Boulevard, Stamford Connecticut
06901. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate
recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business
Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of
any payment accruing interest, interest thereon shall be payable for the period of such extension. All


 




    	- 28 -



    	 



    

  


payments under each Loan
Document shall be made in dollars, except as expressly specified otherwise.


 


(b)          Pro
Rata Treatment.  Each payment by Borrower of interest in respect of the Loan shall be applied to the amounts of such obligations
owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.


 


(c)          Sharing
of Set-Off.   If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect
of any principal of or interest on its portion of the Loan or other Obligations resulting in such Lender's receiving payment of
a proportion of the aggregate amount of its portion of the Loan and accrued interest thereon or other Obligations 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 Loan and such other
obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
portions of the Loan and other amounts owing them, provided that:


 


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


 


(ii)          the
provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance
with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its portion of the Loan to any assignee or participant, other than to any Subsidiary of Borrower
(as to which the provisions of this paragraph (c) shall apply).


 


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


 


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


 




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SECTION
2.13      Taxes.


 


(a)          Payments
Free of Taxes.  Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided
that if the applicable withholding agent shall be required by applicable Requirements of Law (as determined in the good faith discretion
of the applicable withholding agent) to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased by the Borrower as necessary so that after all required deductions have been made (including deductions applicable
to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such
deductions and (iii) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable Requirements of Law.


 


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


 


(c)          Payment
Upon Change in Law.  If any change in law shall subject any Lender to any Tax of any kind whatsoever with respect to this Agreement,
or any portion of the Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for
Indemnified Taxes or Other Taxes/Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes and the imposition of, or any change in the rate of, any Excluded Tax/Other Connection
Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes)
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining its portion of the
Loan (or of maintaining its obligation to make any such portion of the Loan), or to reduce the amount of any sum received or receivable
by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, Borrower will
pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction
suffered.


 


(d)          Indemnification
by Borrower.  Borrower shall indemnify the Administrative Agent and each Lender, within 15 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) payable by the Administrative Agent or such Lender, as the case may be, and any reasonable
out-of-pocket 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. A certificate as to the amount of such payment or liability
delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or
on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)          Evidence
of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority,
Borrower shall deliver to the


 




    	- 30 -



    	 



    

  


Administrative Agent
the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(f)           Status
of Lenders.  Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments
hereunder or under any other Loan Document shall, to the extent it may lawfully do so, deliver to Borrower and to the Administrative
Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable Requirements of Law as will permit such payments to be made without withholding or at a
reduced rate of withholding. In addition, any Lender, if requested by Borrower or the Administrative Agent, shall deliver such
other documentation prescribed by applicable Requirements of Law or reasonably requested by Borrower or the Administrative Agent
as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the above two sentences, in the case of any Taxes
that are not U.S. federal withholding taxes, the completion, execution and submission of non-U.S. federal forms shall not be required
if in the Lender's judgment such completion, execution or submission would subject such Lender to any unreimbursed cost or expense
or would be disadvantageous to such Lender in any material respect.


 


Without limiting the
generality of the foregoing, any Foreign Lender shall, to the extent it may lawfully do so, deliver to 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 Borrower or the Administrative Agent, but only
if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:


 


(i)           duly
completed copies of Internal Revenue Service Form W-8BEN-E (or any successor forms) claiming eligibility for benefits of an income
tax treaty to which the United States of America is a party,


 


(ii)          duly
completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),


 


(iii)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate, in substantially the form of Exhibit B, or any other form approved by the Administrative Agent,
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 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 that no payments
in connection with the Loan Documents are effectively connected with such Foreign Lender's conduct of a U.S. trade or business
and (y) duly completed copies of Internal Revenue Service Form W-8BEN-E (or any successor forms),


 


(iv)         to
the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating
Lender granting a typical participation), an


 




    	- 31 -



    	 



    

  


Internal
Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN-E, a certificate in substantially the form of Exhibit B,
Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Foreign
Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming
the portfolio interest exemption, such Foreign Lender may provide a certificate, in substantially the form of Exhibit B,
on behalf of such beneficial owner(s), or


 


(v)          any
other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding
tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit
Borrower and the Administrative Agent to determine the withholding or deduction required to be made.


 


Each Foreign Lender
shall, from time to time after the initial delivery by such Foreign Lender of the forms described above, whenever a lapse in time
or change in such Foreign Lender's circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate,
promptly (1) deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient)
renewals, amendments or additional or successor forms, properly completed and duly executed by such Foreign Lender, together with
any other certificate or statement of exemption required in order to confirm or establish such Foreign Lender's status or that
such Foreign Lender is entitled to an exemption from or reduction in U.S. federal withholding tax or (2) notify Administrative
Agent and Borrower of its inability to deliver any such forms, certificates or other evidence.


 


Any Lender that is
not a Foreign Lender shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of Borrower
or the Administrative Agent), duly executed and properly completed copies of Internal Revenue Service Form W-9 (or any successor
form(s)) certifying that it is not subject to backup withholding.


 


(g)          If
a payment made to a Lender under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA and the rules
and regulations promulgated pursuant thereto if such Lender were to fail to comply with the applicable reporting requirements of
FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative
Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Administrative
Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrower or Administrative Agent as may be necessary for the Borrower and
the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has or has not complied with
such Lender's obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely
for purposes of this clause (g), "FATCA" shall include any amendments made to FATCA after the date of this Agreement.


 




    	- 32 -



    	 



    

  


(h)          Treatment
of Certain Refunds.  If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that
it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect
to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund
(but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect
to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent
or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund); provided that Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
to the Administrative Agent or such Lender or in the event the Administrative Agent or such Lender is required to repay such refund
to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other
person. Notwithstanding anything to the contrary, in no event will the Administrative Agent or any Lender be required to pay any
amount to Borrower the payment of which would place the Administrative Agent or such Lender in a less favorable net after-tax position
than the Administrative Agent or such Lender would have been in if the Indemnified Taxes or Other Taxes giving rise to such refund
had never been imposed in the first instance.


 


(i)           Payments.
 For purposes of this Section 2.13, any payments by the Administrative Agent to a Lender of any amounts received by
the Administrative Agent from Borrower on behalf of such Lender shall be treated as a payment from Borrower to such Lender.


 


SECTION
2.14      Mitigation Obligations.


 


(a)          Designation
of a Different Lending Office.  If any Lender requests compensation under Section 2.10, or requires Borrower to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13,
then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its portion of the
Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.10
or 2.13, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense
and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted
by such Lender to Borrower shall be conclusive absent manifest error.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


Borrower represents
and warrants to the Administrative Agent and each of the Lenders that:


 




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SECTION
3.01      Organization; Powers.


 


The Borrower (a) is
duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and
authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing
(to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification
is required, with exceptions in each case that, individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. There is no existing default under any Organizational Document of the Borrower or any event which, with
the giving of notice or passage of time or both, would constitute a default by any party thereunder except defaults that, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


SECTION
3.02      Authorization; Enforceability.


 


The Transactions to
be entered into by Borrower are within Borrower's powers and have been duly authorized by all necessary action on the part of Borrower.
This Agreement has been duly executed and delivered by Borrower and constitutes, and each other Loan Document to which Borrower
is to be a party, when executed and delivered by Borrower, will constitute, a legal, valid and binding obligation of Borrower,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law.


 


SECTION
3.03      No Conflicts.


 


The Transactions (a) do
not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except
(i) such as have been obtained or made and are in full force and effect, and (ii) consents, approvals, registrations, filings,
permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect,
(b) will not violate the Organizational Documents of the Borrower, (c) will not violate any Requirements of Law, (d) will
not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding
upon the Borrower or its property, or give rise to a right thereunder to require any payment to be made by the Borrower, except
for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect,
and (e) will not result in the creation or imposition of any Lien on any property of the Borrower, except Permitted Liens.


 


SECTION
3.04      Material Adverse Changes.


 


Since the Cut-Off Date
nothing has occurred with respect to Borrower that has had a Material Adverse Effect.


 


SECTION
3.05      Properties.


 


Generally.
The Borrower has good title to, or valid leasehold interests in, all its property material to its business, free and clear of all
Liens except for Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not
interfere with its


 




    	- 34 -



    	 



    

  


ability to conduct its
business as currently conducted or to utilize such property for its intended purpose. The property of the Borrower, taken as a
whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all
the property which is required for the business and operations of the Borrower as presently conducted.


 


SECTION
3.06      Intellectual Property.


 


(a)          Ownership/No
Claims. The Borrower owns, or is licensed to use, all patents, patent applications, trademarks, trade names, service marks,
copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct
of its business as currently conducted (the "Intellectual Property"), except for those the failure to own or license
which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION
3.07      Litigation; Compliance with Laws.


 


There are no actions,
suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any business, property or rights of the Borrower (i) that involve any Loan
Document or any of the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and
that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect. Neither the Borrower nor any of its property is in violation of, nor will the continued operation of its property as currently
conducted violate, any Requirements of Law (including any zoning or building ordinance, code or approval or any building permits)
or any restrictions of record or agreements affecting the Borrower's Real Property or is in default with respect to any Requirements
of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect.


 


SECTION
3.08      Agreements.


 


The Borrower is not
a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could
reasonably be expected to result in a Material Adverse Effect. The Borrower is not in default in any manner under any provision
of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is
a party or by which it or any of its property is or may be bound, where such default could reasonably be expected to result in
a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute
such a default.


 


SECTION
3.09      Federal Reserve Regulations.


 


The Borrower is not
engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying
Margin Stock. No part of the proceeds of the Loan will be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the regulations of
the Board, including Regulation T, U or X.


 




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SECTION
3.10      Investment Company Act.


 


The Borrower is not subject to regulation
under the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability
to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. The Borrower is not a
"registered investment company" or a company "controlled" by a "registered investment company" or
a "principal underwriter" of a "registered investment company" as such terms are defined in the Investment
Company Act of 1940.


 


SECTION
3.11      Use of Proceeds.


 


Borrower will use the
proceeds of the Loan made on the Borrowing Date for general corporate purposes.


 


SECTION
3.12      Taxes.


 


The Borrower has (a) timely
filed or caused to be timely filed all U.S. federal income Tax Returns and all material state, local and foreign Tax Returns required
to have been filed by it and all such Tax Returns are true and correct in all material respects, (b) duly and timely paid,
collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return)
due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested
in good faith by appropriate proceedings and for which the Borrower has set aside on its books adequate reserves in accordance
with GAAP or (ii) which could not, individually or in the aggregate, have a Material Adverse Effect and (c) satisfied all
of its withholding Tax obligations except for failures that could not be reasonably expected to, individually or in the aggregate,
result in a Material Adverse Effect. The Borrower has made adequate provision in accordance with GAAP for all material Taxes not
yet due and payable. The Borrower is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably
expected to, individually or in the aggregate, result in a Material Adverse Effect.


 


SECTION
3.13      No Material Misstatements.


 


No information, report,
financial statement, certificate, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent or
any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto (excluding
projections), taken as a whole, contained or contains any material misstatement of fact or omitted or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially
misleading as of the date such information is dated or certified; provided that any projections and pro forma financial information
contained in such materials are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the
time made.


 


SECTION
3.14      Solvency.


 


Immediately after the
consummation of the Transactions to occur on the Borrowing Date and immediately following the making of the Loan and after giving
effect to the application of the proceeds of the Loan, (a) the fair value of the properties of Borrower will exceed its debts


 




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and liabilities, subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of Borrower will be greater than the amount that will
be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts
and other liabilities become absolute and matured; (c) Borrower will be able to pay its debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured; and (d) Borrower will not have unreasonably small capital
with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following
the Borrowing Date. For the avoidance of doubt, determinations in this Section 3.14 shall not be made for the Borrower on a consolidated
basis with its Subsidiaries.


 


SECTION
3.15      Labor Matters.


 


As of the Borrowing Date,
there are no strikes, lockouts or slowdowns against the Borrower pending or, to the knowledge of the Borrower, threatened that
could reasonably be expected to have a Material Adverse Effect. The consummation of the Transactions will not give rise to any
right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the
Borrower is bound that could reasonably be expected to have a Material Adverse Effect.


 


SECTION
3.16      Reserved.


 


SECTION
3.17      Employee Benefit Plans.


 


The Borrower and its ERISA
Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and
published interpretations thereunder except as could not reasonably be expected to result in a Material Adverse Effect. No ERISA
Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably
be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded
Plans (based on the actuarial assumptions used for funding purposes in the most recent actuarial valuation for such Plans) did
not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $250,000 the fair market
value of the property of all such underfunded Plans. To the knowledge of the Borrower, using actuarial assumptions and computation
methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrower or its ERISA Affiliates
to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each
such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION
3.18      Environmental Matters.


 


(a)          Except
as could not reasonably be expected to have a Material Adverse Effect, the properties, assets and operations of the Borrower are
in compliance with all applicable Environmental Laws.


 


(b)          With
respect to the Borrower's properties, assets and operations, there are no events, conditions, circumstances, activities, practices,
incidents, actions or plans of the Borrower that may interfere with or prevent compliance or continued compliance with applicable
Environmental Laws or otherwise result in liability to the Borrower pursuant to applicable


 




    	- 37 -



    	 



    

 


Environmental Law, in each
case in a manner that could reasonably be expected to have a Material Adverse Effect.


 


(c)          Except
as could not reasonably be expected to have a Material Adverse Effect, (i) to the Borrower's knowledge, the Borrower is not
the subject of any federal, state, local or foreign investigation pursuant to Environmental Laws, (ii) the Borrower has not
received any written notice or claim pursuant to Environmental Laws, and (iii) there are no pending, or, to the knowledge
of the Borrower, threatened actions, suits or proceedings against the Borrower, or its properties, assets or operations, in connection
with any Environmental Laws.


 


SECTION
3.19      Insurance.


 


All insurance maintained
by the Borrower is in full force and effect, all premiums have been duly paid, the Borrower has not received notice of violation
or cancellation thereof, all properties, and the use, occupancy and operation thereof, comply in all material respects with all
requirements of insurance policies, and there exists no default under any such requirement. The Borrower has insurance in such
amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses
in similar locations.


 


SECTION
3.20      Anti-Terrorism and Anti-Money Laundering Laws.


 


(a)          None
of Borrower, its Subsidiaries and, to the knowledge of Borrower, its Affiliates and none of the respective officers, directors,
brokers or agents of Borrower or such Subsidiaries (i) has violated or is in violation in any material respect of Anti-Terrorism
Laws or Anti-Money Laundering Laws or (ii) has been convicted of, has been charged with, or is under investigation by, a Governmental
Authority for violations of Anti-Terrorism Laws or Anti-Money Laundering Laws.


 


(b)          The
funds used by the Borrower to make payments hereunder to the Administrative Agent, or the Lenders will, to the knowledge of Borrower,
not be derived from activities by the Borrower that violate Anti-Terrorism Laws or Anti-Money Laundering.


 


(c)          None
of Borrower, its Subsidiaries and, to the knowledge of Borrower, its Affiliates and the respective officers, directors, brokers
or agents of Borrower or such Subsidiary is acting or benefiting in any capacity in connection with the Loan is an Embargoed Person,
is a shell bank or is subject to special measures because of money laundering concerns under Section 311 of the USA PATRIOT
Act and its implementing regulations.


 


(d)          None
of Borrower, its Subsidiaries and, to the knowledge of Borrower, its Affiliates and none of the respective officers, directors,
brokers or agents of Borrower or such Subsidiaries acting or benefiting in any capacity in connection with the Loan (i) directly
conducts any business or engages in making or receiving any contribution of funds, goods or services to any Embargoed Person, (ii)
deals in, or otherwise engages in any transaction involving, any property or interests in property blocked pursuant to any Anti-Terrorism
Law or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding,
or attempts to violate, any Anti-Terrorism Law.


 




    	- 38 -



    	 



    

 


SECTION
3.21      Foreign Corrupt Practices.


 


Neither Borrower nor any
of its Subsidiaries, nor any director, officer, or employee, nor, to Borrower's knowledge, any agent or representative of Borrower
or any of its Subsidiaries, has taken or will take any action with the proceeds of the Loan in furtherance of an offer, payment,
promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly
or indirectly, to any "government official" (including any officer or employee of a government or government-owned or
controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any
of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure
an improper advantage in each case in material violation of applicable laws; and Borrower and its Subsidiaries have conducted their
businesses in material compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain
policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained
herein.


 


ARTICLE
IV

AFFIRMATIVE COVENANTS


 


Borrower warrants, covenants
and agrees with each Lender that until the principal of and interest on the Loan, all Administrative Agent Fees and all other expenses
or amounts payable under any Loan Document shall have been paid in full (except contingent amounts such as indemnities), unless
the Required Lenders shall otherwise consent in writing, Borrower will:


 


SECTION
4.01      Financial Statements, Reports, etc.


 


Furnish to the Administrative Agent and each
Lender:


 


(a)          Annual
Reports.   As soon as available, but in any event not later than 20 days after required to be filed with the Commission
at the end of each fiscal year of Borrower, a copy of the consolidated balance sheet of Borrower and its consolidated Subsidiaries
as at the end of such year and the related consolidated statements of operations and stockholders' equity and of cash flows for
such year, setting forth in each case in comparative form the figures for the previous year, reported on without a "going
concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Grant Thornton LLP,
or another independent certified public accountants of nationally recognized standing.


 


(b)          Quarterly
Reports.   As soon as available, but in any event not later than 15 days after required to be filed with the Commission at the
end of each of the first three quarterly periods of each fiscal year of Borrower, the unaudited consolidated balance sheet of Borrower
and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations
for such quarter and the portion of the fiscal year through the end of such quarter and of cash flows of Borrower and its consolidated
Subsidiaries for the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form
the figures for the previous year, certified by an Responsible Officer as being fairly stated in all material respects (subject
to normal year-end audit adjustments).


 




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(c)          Financial
Officer's Certificate.   Within 90 days after the end of each fiscal year, a certificate of a Responsible Officer (which
Responsible Officer shall be the principal executive officer, principal financial officer or principal accounting officer of Borrower),
stating that a review of the activities of Borrower during the preceding fiscal year has been made under the supervision of the
signing Officer with a view to determining whether Borrower has kept, observed, performed and fulfilled its obligations under this
Agreement, and further stating that, to the best of his or her knowledge Borrower has kept, observed, performed and fulfilled each
and every covenant contained in this Agreement and is not in default in the performance or observance of any of the terms, provisions,
covenants and conditions of this Agreement (or, if a Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which he or she may have knowledge and what action Borrower is taking or proposes to take with respect
thereto).


 


(d)          Public
Reports.   Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and
other materials filed by any Company with the Securities and Exchange Commission (the "SEC"), or any Governmental
Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed
to holders of its Indebtedness pursuant to the terms of the documentation governing such Indebtedness (or any trustee, agent or
other representative therefor), as the case may be.


 


(e)          Other
Information.   Promptly, from time to time, such other information regarding the operations, business affairs and financial condition
of any Company, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.


 


Notwithstanding the foregoing,
the financial statements and other reports filed with or furnished to the SEC by Borrower and/or made available by Borrower on
its website shall be deemed delivered under this Agreement.


 


SECTION
4.02      Litigation and Other Notices.


 


Furnish to the Administrative
Agent and each Lender written notice of the following promptly (and, in any event, within five Business Days after obtaining knowledge
thereof);


 


(a)          any
Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be
taken with respect thereto;


 


(b)          any
default or event of default under any Contractual Obligation of the Company if the same could reasonably be expected to have a
Material Adverse Effect;


 


(c)          the
filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit, litigation
or proceeding, whether at law or in equity by or before any Governmental Authority, (i) against any Company or any Affiliate
thereof that could reasonably be expected to result in a Material Adverse Effect, or (ii) with respect to any Loan Document;
and


 


(d)          the
following events, as soon as possible and in any event within 30 days after Borrower knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any


 




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reportable event with respect
to any Single Employer Plan, any determination that a Single Employer Plan is in "at risk" status (within the meaning
of Section 430 of the Code or Section 303 of ERISA), or any withdrawal from, or the termination, bankruptcy, reorganization
or insolvency of, any Multiemployer Plan or determination that any Multiemployer Plan is in "endangered" or "critical"
status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (ii) the institution of proceedings
or the taking of any other action by the PBGC, the Borrower, any Commonly Controlled Entity with respect to the withdrawal from,
or the termination, of, any Single Employer Plan (other than the termination of any Single Employer Plan pursuant to Section 4041(b)
of ERISA); where, in connection with any of the foregoing in (i) or (ii), the amount of liability the Borrower or any Commonly
Controlled Entity could reasonably be expected to have would reasonably be expected to cause a Material Adverse Effect; and


 


Each notice pursuant to
this Section 4.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take with respect thereto.


 


SECTION
4.03      Existence; Businesses and Properties.


 


(a)          Do
or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence, except as
otherwise expressly permitted under Section 5.04.


 


(b)          Do
or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses,
permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its
business; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply
with all applicable Requirements of Law (including any and all zoning, building, Environmental Law, ordinance, code or approval
or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any
Governmental Authority, whether now in effect or hereafter enacted, except in each case where the failure to comply, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under
all Leases and Loan Documents; and at all times maintain, preserve and protect all property material to the conduct of such business
and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of
business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times;
provided that nothing in this Section 4.03(b) shall prevent (i) sales of property, consolidations or mergers
in accordance with Section 5.04; (ii) the withdrawal of its qualification as a foreign corporation in any jurisdiction
where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;
(iii) the abandonment of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person
reasonably determines are not useful to its business or no longer commercially desirable; or (iv) any other act or omission
that could not reasonably be expected to have a Material Adverse Effect.


 




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SECTION
4.04      Maintenance of Property.


 


(a)          Generally.
Keep all property necessary in its business in good working order and condition except to the extent that failure to do so could
not, in the aggregate, be reasonably expected to have a Material Adverse Effect; maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and against at least such risks as are adequate for
conducting its business; and furnish to the Administrative Agent full information as to the insurance carried.


 


SECTION
4.05      Obligations and Taxes.


 


(a)          Payment
of Obligations.   Pay its Indebtedness and other obligations promptly and in accordance with the their terms (except for instances
of non-payment that would not constitute an Event of Default under Section 6.01(f) (determined, in the case of any such
obligations that do not constitute Indebtedness, as if such other obligations did constitute Indebtedness solely for purposes of
said Section 6.01(f)) and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default,
as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien
other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not
be required with respect to any such Tax, assessment, charge, levy or claim so long as (x)(i) the validity or amount thereof
shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the Borrower shall have
set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP, and (ii) such
contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than
a Permitted Lien, and (y) the failure to pay could not reasonably be expected to result in a Material Adverse Effect.


 


(b)          Filing
of Returns.   Timely and correctly file all material Tax Returns required to be filed by it and withhold, collect and remit all
material Taxes that it is required to collect, withhold or remit except in each case where failure to do so could not reasonably
be expected to have a Material Adverse Effect.


 


SECTION
4.06      Maintaining Records; Access to Properties and Inspections;
Annual Meetings.


 


Keep proper books of record
and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings
and transactions in relation to its business and activities. The Borrower will permit any representatives designated by the Administrative
Agent or any Lender to visit and inspect the financial records and the property of the Borrower at reasonable times and as often
as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated
by the Administrative Agent or any Lender to discuss the affairs, finances, accounts and condition of the Borrower with the officers
and employees thereof and advisors therefor (including independent accountants); provided that (i) so long as there is no
Default or Event of Default then continuing, neither the Administrative Agent nor any Lender shall seek to inspect financial


 




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and accounting records during the period beginning
on the 21st calendar day after each fiscal quarter end through the 42nd calendar day after such fiscal quarter end and (ii) unless
an Event of Default has occurred and is continuing, the Borrower shall not be required to pay the expense of more than one such
visit in any fiscal year.


 


SECTION
4.07      Use of Proceeds.


 


Use the proceeds of the
Loan only for the purposes set forth in Section 3.11 and not in violation of Section 3.09.


 


SECTION
4.08      Compliance with Environmental Laws; Environmental Reports.


 


(a)          Comply,
and cause all lessees and other persons occupying Real Property owned, operated or leased by the Borrower to comply, in all respects
with all Environmental Laws and Environmental Permits applicable to its operations and Real Property; obtain and renew all material
Environmental Permits applicable to its operations and Real Property; and conduct all Responses required by, and in accordance
with, Environmental Laws, in each case except for instances of non-compliance that could not reasonably be expected to have a Material
Adverse Effect; provided that the Borrower shall not be required to undertake any Response to the extent that its obligation
to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect
to such circumstances in accordance with GAAP.


 


ARTICLE
V

NEGATIVE COVENANTS


 


Borrower warrants, covenants
and agrees with each Lender that, so long as the principal of and interest on the Loan, all Administrative Agent Fees and all other
expenses or amounts payable under any Loan Document (except contingent amounts such as indemnities) have been paid in full, unless
the Required Lenders shall otherwise consent in writing, Borrower will not:


 


SECTION
5.01      Indebtedness.


 


Directly or indirectly
create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise become responsible for
payment of ("incur") any Indebtedness (including, without limitation, Acquired Indebtedness), except the following
(collectively, the "Permitted Indebtedness"):


 


(a)          Indebtedness
incurred under this Agreement, the other Loan Documents and each Other Credit Agreement, in an aggregate amount not to exceed $500,000,000;


 


(b)          intercompany
Indebtedness owed to any Subsidiary provided that such Indebtedness shall be subordinated to the Obligations in a manner
reasonably satisfactory to the Administrative Agent;


 


(c)          (i)
Indebtedness existing on the Closing Date and listed on Schedule B and (ii) Refinancing Indebtedness incurred in respect thereof;


 




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(d)          (i)
Indebtedness with respect to capital leases, (ii) purchase money Indebtedness and (iii) Refinancing Indebtedness incurred
in respect of the foregoing;


 


(e)          Indebtedness
consisting of financing of insurance premiums in the ordinary course of business;


 


(f)          cash
management obligations and other Indebtedness in respect of endorsements for collection or deposit, netting services, overdraft
protections and similar arrangements in each case in connection with deposit accounts; provided that such Indebtedness is
extinguished within ten (10) Business Days after its incurrence;


 


(g)          Indebtedness
consisting of (i) take-or-pay obligations contained in utility supply arrangements and (ii) customary indemnification obligations,
in each case, incurred in the ordinary course of business and not in connection with debt for money borrowed;


 


(h)          letters
of credit, bank guaranties or similar instruments in support of obligations in respect of workers' compensation, unemployment insurance
and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of
obligations for the payment of borrowed money or capital leases);


 


(i)           Indebtedness
arising from agreements providing for indemnification, adjustment of purchase or acquisition price, earn-out or similar obligations,
in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets (including Equity
Interests);


 


(j)           Indebtedness
representing deferred compensation to directors, officers, employees, members of management and consultants in the ordinary course
of business;


 


(k)          Indebtedness
in respect of bankers' acceptances supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary
course of business;


 


(l)           to
the extent constituting Indebtedness, investments in repurchase agreements constituting Cash Equivalents;


 


(m)         Indebtedness
incurred under customary "bad acts" guarantees, environmental guarantees and similar agreements; and


 


(n)          to
the extent constituting Indebtedness, all premiums (if any), interest, fees, expenses, charges and additional or contingent interest
on Indebtedness described in clauses (a) through (m) above;


 


provided
that, notwithstanding the foregoing, if no Event of Default shall have occurred and be continuing at the time of or as a consequence
of the incurrence of any such Indebtedness, Borrower may incur Indebtedness (including, without limitation, Acquired Indebtedness),
in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Fixed Charge
Coverage Ratio is equal to or greater than 1.50 to 1.00.


 




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For purposes of this Section 5.01,
accrued interest or dividends, accretion of accreted value, accretion or accrual of original issue discount, the payment of interest
in the form of additional Indebtedness or the payment of dividends in the form of additional capital stock, or the reclassification
of obligations as Indebtedness because of a change in GAAP will not be treated as the incurrence of Indebtedness. The amount of
Indebtedness outstanding at any date will be (a) the accreted value of Indebtedness issued with original issue discount and, (b)
the principal amount, or liquidation preference, of any other Indebtedness. The maximum amount of permitted Indebtedness that Borrower
may incur will not be deemed violated because of fluctuations in currency exchange rates.


 


SECTION
5.02      Liens.


 


Create, incur, assume or permit to exist, directly
or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect
of any thereof, except the following (collectively, the "Permitted Liens"):


 


(a)          Liens
for Taxes, assessments, utilities or governmental charges not yet due and payable or that are the subject of a good faith contest;


 


(b)          statutory
Liens of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other
Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a violation
of Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business;


 


(c)          Liens
incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of
social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the
payment of borrowed money or capital leases);


 


(d)          Liens
on property of a Person existing at the time such Person is merged into or consolidated with or otherwise acquired by the Borrower,
provided that such Liens were not in existence prior to, and were not created in contemplation of such merger, consolidation or
acquisition and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower and the
replacement, renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise
expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date that such Person
is merged into or consolidated with or otherwise acquired by the Borrower, except for products and proceeds of the foregoing;


 


(e)          Liens
on property existing at the time of acquisition thereof by the Borrower; provided that such Liens were in existence prior to, and
were not created in contemplation of, such acquisition and do not extend to any assets other than property acquired and the replacement,
renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise expanded, to
cover any additional property or type of asset, as applicable,


 




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beyond that in existence
on the date of acquisition thereof, except for products and proceeds of the foregoing;


 


(f)           easements,
reciprocal easement agreements, rights-of-way, restrictions, encroachments, outstanding mineral and royalty interests, minor defects
or irregularities in title, and other similar encumbrances in each case which do not interfere in any material respect with the
ordinary conduct of the business of the Borrower;


 


(g)          any
interest or title of a lessor or sublessor under any lease not prohibited hereunder;


 


(h)          purported
Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of property entered
into in the ordinary course of business;


 


(i)           any
zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any
real property;


 


(j)           licenses
of patents, copyrights, trademarks and other intellectual property rights granted by the Borrower in the ordinary course of business
and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business
of the Borrower;


 


(k)          Liens
described in Schedule 5.02 and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered
to exist in connection with Refinancing Indebtedness pursuant to Section 5.01(a) (solely to the extent that such Liens were
in existence on the Closing Date and described on Schedule 5.02)); provided that the scope of any such Lien shall not be
increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on
the date hereof, except for products and proceeds of the foregoing;


 


(l)           Liens
securing Indebtedness permitted pursuant to Section 5.01(d); provided, any such Lien shall encumber only the asset acquired
with the proceeds of such Indebtedness; provided, that individual financings otherwise permitted to be secured hereunder
may be cross collateralized to other such financings;


 


(m)         Liens
securing Indebtedness permitted to be incurred under the proviso to Section 5.01; provided that such secured Indebtedness does
not exceed, in the aggregate, the greater of (i) 7.5% of the Borrower's consolidated total assets plus accumulated depreciation
and amortization and (ii) $500,000,000;


 


(n)          Liens
on Equity Interests of any Subsidiary or joint venture securing obligations arising in favor of other holders of Equity Interests
of such Person pursuant to agreements governing such Person;


 


(o)          Liens
securing judgments that do not constitute an Event of Default under Section 6.01(i);


 




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(p)          Liens
that are contractual rights of set-off (i) relating to the establishment of depository relations with banks in the ordinary
course of business not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts
to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, (iii) relating to
purchase orders and other agreements entered into with customers in the ordinary course of business and (iv) attaching to
brokerage accounts incurred in the ordinary course of business;


 


(q)          Liens
in respect of leases, subleases, licenses, sublicenses or other occupancy agreements of property in the ordinary course of business;


 


(r)          Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods;


 


(s)          Liens
securing Derivative Transactions, provided that such Derivative Transactions are not entered into for speculative purposes;


 


(t)           deposits
made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds
thereof securing the financing of the premiums with respect thereto;


 


(u)          (i)
Liens on advances of Cash or Cash Equivalents in favor of the seller of any property to be acquired to be applied against the purchase
price for such transaction, (ii) Liens consisting of an agreement in respect of any sale of assets; provided that such Liens attach
solely to the property subject to such sale of assets and (iii) earnest money deposits of Cash or Cash Equivalents in connection
with any letter of intent or purchase agreement;


 


(v)          Liens
deemed to exist in connection with repurchase agreements constituting Cash Equivalents; provided, that such Liens do not
extend to any assets other than those that are the subject of such repurchase agreement; and


 


(w)         other
Liens securing Indebtedness in an aggregate amount not to exceed $25,000,000 at any time outstanding.


 


SECTION
5.03      Reserved.


 


SECTION
5.04      Limitation on Fundamental Changes.


 


Not directly or indirectly
enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution),
or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets,
except:


 


(a)          any
Subsidiary of Borrower may be merged or consolidated with or into Borrower (provided that Borrower shall be the continuing
or surviving corporation); and


 


(b)          Borrower
may be merged or consolidated with or into another Person; provided that (i) Borrower shall be the continuing or surviving
corporation and no Default or Event of


 




    	- 47 -



    	 



    

 


Default shall have occurred
and be continuing or would occur as a result thereof; and (ii) Borrower may not be merged or consolidated with or into any Subsidiary
excepted as permitted in clause (a) above.


 


SECTION
5.05      Business.


 


Engage (directly or indirectly)
in any business other than those businesses in which Borrower and its Subsidiaries are engaged on the Cut-Off Date (or, in the
good faith judgment of the Board of Directors, which are reasonably related or ancillary thereto or are reasonable extensions thereof).


 


SECTION
5.06      Limitation on Accounting Changes.


 


Make or permit any change
in accounting policies or reporting practices, without the consent of the Required Lenders, which consent shall not be unreasonably
withheld, except changes that are required by GAAP.


 


SECTION
5.07      Fiscal Year.


 


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


 


SECTION
5.08      Compliance with Anti-Terrorism and Anti-Money Laundering
Laws.


 


(a)          Directly
or indirectly, in connection with the Loan, (i) conduct any business or engage in making or receiving any contribution of
funds, goods or services to or for the benefit of any Embargoed Person in a manner that would constitute or give rise to a violation
of any Anti-Terrorism law by the Borrower, any Lender or the Administrative Agent, (ii) deal in, or otherwise engage in any
transaction relating to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engage
in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any Anti-Terrorism Law.


 


(b)          Directly
or indirectly, in connection with the Loan, cause or permit any of the funds of Borrower that are used to repay the Loan to be
derived from any unlawful activity with the result that the making of the Loan or the repayment of the Loan would be in violation
of any Anti-Terrorism Law, any Anti-Money Laundering Law or any other Requirements of Law.


 


(c)          Cause
or consent to (i) an Embargoed Person to have any direct or indirect interest in or benefit of any nature whatsoever in Borrower
or (ii) any of the funds or properties of Borrower that are used to repay the Loan to constitute property of, or be beneficially
owned directly or indirectly by, an Embargoed Person.


 


(d)          Borrower
shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion,
confirming Borrower's compliance with this Section 5.08.


 




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ARTICLE
VI

EVENTS OF DEFAULT


 


SECTION
6.01      Events of Default.


 


Upon the occurrence and during the continuance
of the following events ("Events of Default"):


 


(a)          default
shall be made in the payment of any principal of the Loan when and as the same shall become due and payable, whether at the due
date thereof or at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration thereof or otherwise;


 


(b)          default
shall be made in the payment of any interest on the Loan or any Administrative Agent Fees or any other amount (other than an amount
referred to in paragraph (a) above) due under any Loan Document, when and as the same shall become due and payable, and such
default shall continue unremedied for a period of five Business Days;


 


(c)          any
representation or warranty made or deemed made in or in connection with any Loan Document or the Loan, or any representation, warranty,
statement or information contained in any report, certificate, financial statement or other instrument furnished in connection
with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed
made or furnished; provided that if the Borrower did not know such representation, warranty, statement or other information
was correct at the time made, the inaccuracy of such matter shall not constitute an Event of Default hereunder unless it continues
to be incorrect for five (5) days or more after the earlier of (i) a Responsible Officer becoming aware of such default or (ii)
receipt by the Borrower of notice from Administrative Agent or any Lender of such default;


 


(d)          default
shall be made in the due observance or performance by the Borrower of any covenant, condition or agreement contained in Section 2.08(a),
2.08(c), 4.02(a), 4.03(a), or in Article V;


 


(e)          default
shall be made in the due observance or performance by the Borrower of any covenant, condition or agreement contained in any Loan
Document (other than those specified in paragraphs (a), (b) or (d) immediately above) and such default shall continue unremedied
or shall not be waived for a period of 30 days after the earlier of (i) written notice thereof from the Administrative Agent
or any Lender to Borrower, and (ii) Borrower or any Responsible Officer obtaining actual knowledge thereof;


 


(f)           Borrower
shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness (other than the
Obligations), when and as the same shall become due and payable beyond any applicable grace period, or (ii) fail to observe
or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any
such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause such Indebtedness to become due
prior to its stated maturity or become subject to a mandatory offer to purchase by the Borrower; provided that it shall
not constitute an Event of Default pursuant to this paragraph (f) unless the aggregate amount of all such Indebtedness referred
to in clauses (i) and (ii) exceeds $50,000,000 at any one time (provided that, in the case


 




    	- 49 -



    	 



    

  


of Hedging Obligations, the
amount counted for this purpose shall be the amount payable by Borrower if such Hedging Obligations were terminated at such time);


 


(g)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of Borrower or any Material Subsidiary, or of a substantial part of the property of Borrower or any
Material Subsidiary, under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal, state or foreign
bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Borrower or any Material Subsidiary or for a substantial part of the property of Borrower or
any Material Subsidiary; or (iii) the winding-up or liquidation of Borrower; and such proceeding or petition shall continue
undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered; provided,
however, that in the case of the foregoing clauses (i), (ii) and (iii), to the extent such involuntary proceeding or filing
is against a Turn-Over Subsidiary and has not been consented to, solicited by, or colluded in by Borrower or its Subsidiaries,
then such involuntary proceeding or filing shall not constitute an Event of Default hereunder;


 


(h)          Borrower
or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11
of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency,
receivership or similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for Borrower or any Material Subsidiary or for
a substantial part of the property of Borrower or any Material Subsidiary; (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become
unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the
purpose of effecting any of the foregoing; or (viii) wind up or liquidate;


 


(i)           one
or more judgments, orders or decrees for the payment of money in an aggregate amount in excess of $50,000,000 shall be rendered
against Borrower or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 60 consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy
upon properties of Borrower to enforce any such judgment;


 


(j)           this
Agreement or any other Loan Document ceases to be in full force and effect or any material provisions thereof shall at any
time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced
by Borrower or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof
(exclusive of questions of interpretation of any provision thereof), or Borrower shall repudiate or deny any portion of its liability
or obligation for the Obligations;


 


(k)          the
occurrence of any "Failure to Pay", "Bankruptcy" or "Modified Restructuring" "Credit Event"
has occurred (in each case as determined by the ISDA determinations committee) with respect to Borrower as "Reference Entity"
and "Borrowed Money" as "Obligations" (with


 




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quoted terms having the meanings
given to them in the 2003 ISDA Credit Derivatives Definitions as published by the International Swaps and Derivatives Association,
Inc.); provided that the threshold amount for "Failure to Pay" shall be $50,000,000 and the threshold amount for
"Modified Restructuring" shall be $50,000,000;


 


(l)           the
occurrence of any "Credit Event Upon Merger" with respect to Borrower as "Reference Entity" (with quoted terms
having the meanings given to them in the 2003 ISDA Credit Derivatives Definitions as published by the International Swaps and Derivatives
Association, Inc.), as determined by the ISDA determinations committee; or


 


(m)         one
or more ERISA Events shall have occurred that, in the opinion of the Required Lenders, when taken together with all other such
ERISA Events could reasonably be expected to result in a Material Adverse Effect; 


 


then, and in every such event
(other than an event described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event,
the Administrative Agent may, and at the request of the Required Lenders shall, by notice to Borrower, take either or both of the
following actions, at the same or different times declare the Loan then outstanding to be forthwith due and payable in whole or
in part, whereupon the principal of the Loan so declared to be due and payable, together with accrued interest thereon and any
unpaid accrued Administrative Agent Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document,
shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and
in any event, with respect to an event described in paragraph (g) or (h) above, the principal of the Loan then outstanding,
together with accrued interest thereon and any unpaid accrued Administrative Agent Fees and all other Obligations of Borrower accrued
hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any other Loan
Document to the contrary notwithstanding.


 


ARTICLE
VII

THE ADMINISTRATIVE AGENT


 


SECTION
7.01       Appointment and Authority.


 


Each of the Lenders hereby
irrevocably appoints UBS AG, Stamford Branch, 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 Borrower shall
not have rights as a third party beneficiary of any of such provisions.


 




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SECTION
7.02      Rights as a Lender.


 


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 each 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 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.


 


SECTION
7.03      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 shall not:


 


(i)           be
subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(ii)          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 judgment
or the judgment of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable Requirements
of Law; and


 


(iii)         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 Borrower 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 (x) 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 Section 8.02) or (y) in the absence of its own
gross negligence or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default unless and
until notice describing such Default is given to the Administrative Agent by Borrower or a Lender.


 


The Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set


 




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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 herein, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Without limiting the generality
of the foregoing, the use of the term "agent" 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 us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship
between independent contracting parties.


 


SECTION
7.04      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
the Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition
is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior
to the making of the Loan. The Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent
accountants and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or
experts and shall not be liable for any action taken or not taken by it in accordance with such advice.


 


SECTION
7.05      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,
or delegate any and all such rights and powers to, 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 as the Administrative Agent.


 


SECTION
7.06      Resignation of Agent.


 


(a)          The
Administrative Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, with consent of the Borrower (such consent not to be unreasonably withheld
and not to be required if an Event of Default has occurred and is continuing), 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


 




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Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative
Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify 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, and (2) all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as
provided for above in this paragraph. 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 paragraph). The fees payable by
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between
Borrower and such successor. After the retiring Administrative Agent's resignation hereunder and under the other Loan Documents,
the provisions of this Article VII and Section 8.03 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.


 


SECTION
7.07      Non-Reliance on Agent and Other Lenders.


 


Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender further
represents and warrants that it has had the opportunity to review each document made available to it on the Platform in connection
with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each Lender
also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender 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.


 


SECTION
7.08      Withholding Tax.


 


To the extent required
by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable
withholding tax. Without limiting the provisions of Section 2.13(a) or (c), each Lender shall, and does hereby, indemnify
the Administrative Agent, and shall make payable in respect thereof within 30 days after demand therefor, against any and all Taxes
and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for
the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other
Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or
for the account of any Lender for any reason


 




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(including, without limitation,
because the appropriate form was not delivered or not property executed, or because such Lender failed to notify the Administrative
Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A certificate
as to the amount of such payment or liability delivered to any Lender or by the Administrative Agent shall be conclusive absent
manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing
to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 7.08.
The agreements in this Section 7.08 shall survive the resignation and/or replacement of the Administrative Agent, any
assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations.


 


SECTION
7.09      Reserved.


 


SECTION
7.10      Enforcement.


 


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 Borrower 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, or as the Required Lenders may
require or otherwise direct, for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit
(a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in
accordance with, and subject to, the terms of this Agreement, or (c) any Lender from filing proofs of claim or appearing and filing
pleadings on its own behalf during the pendency of a proceeding relative to Borrower under any bankruptcy or insolvency law.


 


ARTICLE
VIII

MISCELLANEOUS


 


SECTION
8.01      Notices.


 


(a)          Generally.
Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in
paragraph (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 as follows:


 


(i)          if
to Borrower at:


 


c/o NorthStar Realty Finance Corp.

399 Park Avenue, 18th Floor

New York, New York 10022

Attention: General Counsel

Phone: 212-547-2600


 







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In each case, with a copy to:


 



Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Attention: Robert Villani

Email: robert.villani@cliffordchance.com

Phone: 212-878-8214


 


(ii)         if
to the Administrative Agent, to it at:


 


UBS AG, Stamford Branch


677 Washington Boulevard


Stamford, Connecticut 06901


Attention: BPS Agency Group


Email: DL-UBSAgency@ubs.com


Tel: 203-719-4319


Fax: 203-719-4176


 


(iii)        if
to a Lender, to it at its address set forth in its Administrative Questionnaire.


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices 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 delivered through electronic
communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). Any
party hereto may change its address or telecopier number for notices and other communications hereunder by written notice to Borrower
and the Administrative Agent.


 


(b)          Electronic
Communications.   Notices and other communications to the Lenders hereunder may (subject to the provisions of this Section 8.01)
be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II
if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article
by electronic communication. The Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it (including pursuant to the provisions of this
Section 8.01); provided that approval of such procedures may be limited to particular notices or communications.


 


Borrower hereby agrees
that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish
to the Administrative Agent or the Lenders pursuant to this Agreement and any other Loan Document, including all notices, requests,
financial statements, financial and other reports, certificates and other information materials (the "Communications"),
by transmitting them in an electronic medium in a format reasonably acceptable to the Administrative Agent at such e-mail address(es)
provided to Borrower from time to time or in such other form as the Administrative Agent shall require. In addition, Borrower agrees
to continue to provide the Communications to the Administrative


 




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Agent in the manner specified
in this Agreement or any other Loan Document or in such other form as the Administrative Agent shall require. Nothing in this Section 8.01
shall prejudice the right of the Administrative Agent, any Lender or Borrower to give any notice or other communication pursuant
to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as the
Administrative Agent shall require.


 


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.


 


To the extent consented
to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications
(other than any such Communication that (i) relates to a request for a conversion of the Loan, (ii) relates to the payment
of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any
Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of
this Agreement and/or the Loan) by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective
delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.


 


(c)          Platform.
  Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications
on SyndTrak or a substantially similar secure electronic transmission system (the "Platform"). The Platform is
provided "as is" and "as available." The Administrative Agent do not warrant the accuracy or completeness of
the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications.
No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness
for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the
Administrative Agent in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of
its Related Parties have any liability to Borrower, any Lender or any other person for damages of any kind, including direct or
indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out
of Borrower's or the Administrative Agent's transmission of communications through the Internet, except to the extent the liability
of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person's
gross negligence or willful misconduct.


 




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(d)          Public/Private.1
  Borrower hereby authorizes the Administrative Agent to distribute (i) to Private Siders all Communications, including any Communication
that Borrower identifies in writing is to be distributed to Private Siders only ("Private Side Communications"),
and (ii) to Public Siders all Communications other than any Private Side Communication. Borrower represents and warrants that no
Communication (other than Private Side Communications) contains any MNPI. Borrower agrees to designate as Private Side Communications
only those Communications or portions thereof that it reasonably believes in good faith include MNPI. Borrower agrees to use all
commercially reasonable efforts not to designate any Communications provided under Section 4.01(a), (b), and
(c) as Private Side Communications. "Private Siders" shall mean Lenders' employees and representatives
who have declared that they are authorized to receive MNPI. "Public Siders" shall mean Lenders' employees and
representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Siders may be engaged
in investment and other market-related activities with respect to Borrower's or its affiliates' securities or loans. "MNPI"
shall mean material non-public information (within the meaning of United States federal securities laws) with respect to Borrower,
its affiliates and any of their respective securities.


 


Each Lender acknowledges
that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of
material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating
such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with
these securities laws.


 


Each Lender acknowledges
that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees
that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on
its behalf in compliance with its procedures and applicable law and identify such designee (including such designee's contact information)
on such Lender's Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time
of such Lender's designee's e-mail address to which notice of the availability of Private Side Communications may be sent by electronic
transmission.


 


Each Lender that elects
not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that
the Administrative Agent and other Lenders may have access to Private Side Communications that such electing Lender does not have
and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not
having access to Private Side Communications.


 


SECTION
8.02      Waivers; Amendment.


 


(a)          Generally.
  No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of


 





 






1 TBD.


 




    	- 58 -



    	 



    

  


the Administrative Agent
and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by Borrower therefrom shall
in any event be effective unless the same shall be permitted by this Section 8.02, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender
may have had notice or knowledge of such Default at the time. No notice or demand on Borrower in any case shall entitle Borrower
to any other or further notice or demand in similar or other circumstances.


 


(b)          Required
Consents.   Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented
or modified except, in the case of this Agreement or any other Loan Document, pursuant to an agreement or agreements in
writing entered into by Borrower and the Administrative Agent, with the written consent of the Required Lenders; provided
that no such agreement shall be effective if the effect thereof would:


 


(i)           reduce
the principal amount, Breakage Costs, Prepayment Premium or Make-Whole Amount, if any, of the Loan (except in connection with a
payment contemplated by clause (v) below) or reduce the rate of interest thereon including by modification of any provision establishing
a minimum rate (other than interest pursuant to Section 2.05(d), which may be waived by the Required Lenders), or reduce
any Administrative Agent Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written
consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions
in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i));


 


(ii)          (A) change
the Maturity Date of the Loan, or any scheduled date of payment (excluding Sections 2.08(b) and (c)) of or the
installment otherwise due on the principal amount of the Loan under Section 2.07, or (B) reduce the amount of,
waive or excuse any such payment (other than waiver of any increase in the interest rate pursuant to Section 2.05(c)),
in any case, without the written consent of each Lender directly affected thereby;


 


(iii)         increase
the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;


 


(iv)         permit
the assignment or delegation by Borrower of any of its rights or obligations under any Loan Document, without the written consent
of each Lender;


 


(v)          change
Section 2.12(b) or (c) in a manner that would alter the pro rata sharing of payments or setoffs required
thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Loan disbursements,
without the written consent of each Lender directly affected thereby;


 




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(vi)         change
any provision of this Section 8.02(b) or (d), without the written consent of each Lender directly affected thereby;


 


(vii)        change
the percentage set forth in the definition of "Required Lenders," or any other provision of any Loan Document (including
this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage
or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination
or grant any such consent;


 


(viii)       change
the application of prepayments as among Lenders under Section 2.08(d), without the written consent of each Lender that
is being allocated a lesser prepayment as a result thereof;


 


(ix)         subordinate
the Obligations to any other obligation, without the written consent of each Lender;


 


(x)          change
or waive any provision of Article VII as the same applies to the Administrative Agent, or any other provision hereof as
the same applies to the rights or obligations of the Administrative Agent, in each case without the written consent of the Administrative
Agent;


 


SECTION
8.03      Expenses; Indemnity; Damage Waiver.


 


(a)          Costs
and Expenses.   Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its
respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection
with the establishment of the credit facilities provided for herein, the preparation, negotiation, execution and delivery of this
Agreement and the other Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and including any costs and expenses
of the service provider referred to in Section 7.03, or (ii) all out-of-pocket expenses incurred by the Administrative
Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender),
in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section 8.03, or (B) in connection with the Loan made hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loan.


 


(b)          Indemnification
by Borrower.   Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party
of any of the foregoing persons (each such person being called an "Indemnitee") against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including reasonable fees, charges and disbursements
of one counsel for all Indemnitees) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third
party in a suit, investigation, action or other legal proceeding arising out of, in connection with, or as a result of


 




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(i) the execution or
delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the
provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby,
(ii) the Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release or
threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Company at any time,
or any Environmental Claim related in any way to any Company, 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 Borrower, and regardless of whether any Indemnitee is a party thereto (but excluding a claim brought by one Indemnitee
against another Indemnitee); 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 Borrower against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under
any other Loan Document, if Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by
a court of competent jurisdiction.


 


(c)          Reimbursement
by Lenders.   To the extent that Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a)
or (b) of this Section 8.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such
Related Party, as the case may be, such Lender's pro rata share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or not the related losses,
claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); 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 against any Related Party of any of the foregoing acting
for the Administrative Agent (or any such sub-agent). The obligations of the Lenders under this paragraph (c) are subject
to the provisions of Section 2.12.


 


(d)          Waiver
of Consequential Damages, Etc.   To the fullest extent permitted by applicable Requirements of Law, Borrower shall not assert,
and Borrower 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, the
Loan or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.


 




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(e)          Payments.
  All amounts due under this Section shall be payable not later than 3 Business Days after demand therefor.


 


SECTION
8.04      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 Borrower may not 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 Eligible Assignee in accordance
with the provisions of paragraph (b) of this Section 8.04, (ii) by way of participation in accordance with
the provisions of paragraph (d) of this Section 8.04 or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer
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 paragraph (d)
of this Section and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy
or claim under or by reason of this Agreement.


 


(b)          Assignments
by Lenders.


 


(i)           Subject
to the conditions set forth in paragraph (b)(ii) below, 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 the Loan at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld or delayed) of:


 


(A)           Borrower;
provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided further that when required,
Borrower's consent shall be deemed to have been given unless Borrower objects to such assignment within ten Business Days after
receiving notice of such assignment;


 


(B)            the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or
any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and


 


(ii)         Assignments
shall be subject to the following additional conditions:


 


(A)           except
in the case of an assignment of the entire remaining amount of the assigning Lender's portion of the Loan at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the principal
outstanding balance of the Loan 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 $5.0 million, unless each of the Administrative
Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably
withheld or delayed);


 




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(B)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement with respect to the Loan assigned; and


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to paragraph (c) of this Section 8.04, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a 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 2.10, 2.11, 2.13 and 8.03 with respect to facts and circumstances occurring prior
to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with Section 8.04(d).


 


(c)          Register.
  The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain 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 principal amounts (and
stated interest) of the Loan owing to, each Lender pursuant to the terms hereof from time to time (the "Register").
The entries in the Register shall be conclusive, and Borrower, the Administrative Agent and the Lenders shall treat each person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by Borrower, 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, Borrower or the Administrative Agent, sell participations to
any person (other than a natural person or Borrower or any of its Affiliates) (each, a "Participant") in all or
a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion the Loan 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) Borrower, the Administrative Agent
and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations
under this Agreement.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the
Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents;


 




    	- 63 -



    	 



    

  


provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in clause (i) or (ii) of the first proviso to Section 8.02(b) that affects such Participant.
Subject to paragraph (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections
2.10, 2.11 and 2.13 (subject to such Participant satisfying the requirements of those Sections as if it were
a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.08
as though it were a Lender.


 


Each Lender that sells
a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each participant's interest in the Loan or other
obligations under this Agreement (the "Participant Register"). The entries in the Participant Register shall be
conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as
the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.


 


(e)          Limitations
on Participant Rights.   A Participant shall not be entitled to receive any greater payment under Sections 2.10, 2.11
and 2.13 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 Borrower's prior written consent (not to be unreasonably
withheld or delayed).


 


(f)           Certain
Pledges.   Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender
may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights
under this Agreement, including the Loan or any instrument evidencing its rights as a Lender under this Agreement, to any holder
of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for
such obligations or securities.


 


(g)          Electronic
Execution of Assignments.   The words "execution," "signed," "signature," and words of like import
in any Assignment and Assumption 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 Requirements of 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.


 




    	- 64 -



    	 



    

  


SECTION
8.05      Survival of Agreement.


 


All covenants, agreements,
representations and warranties made by the Borrower in the Loan Documents and in the certificates or other instruments delivered
in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the
other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of the Loan, regardless
of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, or any Lender
may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on the Loan or any fee or any other
amount payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.10, 2.12, 2.13
and Article VII (other than Section 8.12) shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of the Loan or the termination of this Agreement or
any provision hereof.


 


SECTION
8.06      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, and any separate
letter agreements with respect to fees payable to the Administrative Agent, 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. 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 telecopier or other electronic
transmission (i.e. a "pdf" or "tif" document) shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


SECTION
8.07      Severability.


 


Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


 


SECTION
8.08      Right of Setoff.


 


If an Event of Default
shall have occurred and be continuing, each Lender, and each of its respective Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of Borrower against any and
all of the obligations of Borrower now


 




    	- 65 -



    	 



    

  


or hereafter existing under
this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement or any other Loan Document and although such obligations of Borrower may be contingent or unmatured or are
owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.
The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify 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.


 


SECTION
8.09      Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)          Governing
Law.   This Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this
Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in
accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts
of law principles that would require the application of the laws of another jurisdiction.


 


(b)          Submission
to Jurisdiction.   Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court 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 any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby 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 any other Loan Document shall affect any right that
the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against Borrower or its properties in the courts of any jurisdiction.


 


(c)          Venue.  
Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any other Loan Document in any court referred to in Section 8.09(b). Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court.


 


(d)          Service
of Process.   Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating
to any Loan Document, in the manner provided for notices (other than telecopier) in Section 8.01. Nothing in this Agreement
or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable
Requirements of Law.


 




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SECTION
8.10      Waiver of Jury Trial.


 


Borrower hereby waives,
to the fullest extent permitted by applicable Requirements of 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, any other Loan Document or the transactions contemplated hereby
(whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney
of any other party has represented, expressly or otherwise, that such other party 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 by, among other things, the mutual waivers and certifications in this Section.


 


SECTION
8.11      Headings.


 


Article and Section headings
and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION
8.12      Treatment of Certain Information; Confidentiality.


 


Each of the Administrative
Agent, the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be
disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested
by any Governmental Authority or regulatory authority (including any self-regulatory authority, such as the National Association
of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law 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 8.12,
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, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to Borrower and its obligations or (iii) any rating agency for the purpose of obtaining a credit rating applicable to
any Lender, (g) with the consent of Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or
any of their respective Affiliates on a nonconfidential basis from a source other than Borrower. For purposes of this Section,
"Information" means all information received from or on behalf of Borrower or any of its Subsidiaries relating
to Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower or any of its Subsidiaries;
provided that, in the case of information received from Borrower or any of its Subsidiaries after the Cut-Off Date, such
information is clearly identified at the time of delivery as confidential. Any person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such person
has exercised the same degree of care to


 




    	- 67 -



    	 



    

  


maintain the confidentiality
of such Information as such person would accord to its own confidential information.


 


SECTION
8.13      USA PATRIOT Act Notice and Customer Identification Information
and Verification.


 


Each Lender that is subject
to the Bank Secrecy Act, as amended by the USA PATRIOT Act, and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notify Borrower that pursuant to the customer identification program and "know your customer" regulations and
requirements of the Bank Secrecy Act, they are required to obtain information and documentation, verify identity, and record information
that identifies Borrower, which information includes the name, street address and taxpayer or other government identification number
(and other identifying information or documentation in the event this information is insufficient to comply with the information
or verification requirements) that will allow such Lender or the Administrative Agent, as applicable, to identify and verify the
identity of Borrower. This information and any documentation must be delivered to the Lenders and the Administrative Agent promptly
upon request. This notice is given in accordance with the requirements of the Bank Secrecy Act and is effective as to the Lenders
and the Administrative Agent.


 


SECTION
8.14      Interest Rate Limitation.


 


Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to the Loan, together with all fees, charges and other amounts
which are treated as interest on the Loan under applicable Requirements of Law (collectively, the "Charges"),
shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for, charged, taken, received
or reserved by a Lender holding any portion of the Loan in accordance with applicable Requirements of Law, the rate of interest
payable in respect of such portion of the Loan hereunder, together with all Charges payable in respect thereof, shall be limited
to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such portion
of the Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by
such Lender.


 


[Signature Pages Follow]


 




    	- 68 -



    	 



    

  


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


 


	 	NORTHSTAR REALTY FINANCE CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Credit Agreement


 




    	 



    	 



    




 


	 	UBS AG, STAMFORD BRANCH, as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Credit Agreement


 




    	 



    	 



    

  


	 	UBS AG, STAMFORD BRANCH, as Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Credit Agreement


 




    	 



    	 



    

  


SCHEDULE A


 


LOAN SCHEDULE


 




    	Schedule A- 1



    	 



    

  


EXHIBIT A 


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption (the "Assignment
and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name
of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented
or otherwise modified 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 Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject
to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations in its capacity as a Lender 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 and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the 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 contract claims, tort claims, malpractice claims, statutory claims and all other claims at law
or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest").
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.


 


	1.	Assignor:	 	 
	 	 	 
	2.	Assignee:	 	 
	 	 	[and is an Affiliate/Approved
    Fund of [identify Lender]2]
	 	 	 
	3.	Borrower:	NORTHSTAR REALTY FINANCE CORP.
	 	 	 
	4.	Administrative Agent:	UBS AG, STAMFORD BRANCH, as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	 





 


 






		2	Select as applicable.



 




    	Exhibit A- 1



    	 



    

 


The Credit Agreement dated as of
[__________ __, 20__] between NORTHSTAR REALTY FINANCE CORP., the Lenders parties thereto, and UBS AG, STAMFORD BRANCH, as Administrative
Agent


 





		6.	Assigned Interest:








 


	Aggregate
    Amount of 

    Loans for all Lenders	 	Amount
    of Loans Assigned	 	Percentage Assigned of

Loans3	
	$	 	 	$	 	 	 	%


 


Effective Date: _____________ ___, 20___


 


[TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the Administrative
Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities)
will be made available and who may receive such information in accordance with the Assignee's compliance procedures and applicable
laws, including Federal and state securities laws.


 


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


 


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


 


 






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



 




    	Exhibit A- 2



    	 



    

 


	Consented to and Accepted:	 
	 	 
	UBS AG, STAMFORD BRANCH, as	 
	Administrative Agent	 
	 	 
	By	 	 	 
	 	Title:	 
	 	 
	[Consented to:	 
	 	 
	NORTHSTAR REALTY FINANCE CORP.	 
	 	 
	By	 	 
	 	Title:]4	 


 


 






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



 




    	Exhibit A- 3



    	 



    

  


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


		1.	Representations and Warranties.



 


		1.1	Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption
and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement 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 the Credit Agreement 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 the Credit Agreement.



 


		1.2.	Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (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 Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant thereto, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative
Agent or any other Lender, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender.



 


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



 




    	Exhibit A- 4



    	 



    

  


the Effective Date and to the Assignee
for amounts which have accrued from and after the Effective Date.


 


		3.	General Provisions. This Assignment and Assumption shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment
and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page
of this Assignment and Assumption by any Electronic System 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 A- 5



    	 



    

  


EXHIBIT B


 


FORM OF

NON-BANK CERTIFICATE


 


Reference is hereby made
to the Credit Agreement, dated as of [_____], among NorthStar Realty Finance Corp., a Maryland corporation (the "Borrower"),
the lenders from time to time party thereto, (the "Lenders") and UBS AG, Stamford Branch, as Administrative Agent
(together with any successor Administrative Agent, the "Administrative Agent"), (as amended, restated, modified
and/or supplemented from time to time, the "Credit Agreement"). Capitalized terms used herein that are not defined
herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13(f)
of the Credit Agreement, the undersigned hereby certifies that:


 


1.          The
undersigned (a) if it is not treated as a partnership for U.S. federal income tax purposes, is the sole record and beneficial owner
of the obligations hereunder and under any Loan or if the undersigned is a Participant, the participation (the "Obligations")
in respect of which it is supplying this certificate, and (b) if it is treated as a partnership for U.S. federal income tax purposes,
it is the sole record owner of the Obligations in respect of which it is supplying this certificate, and its partners/members are
the sole beneficial owners of such Obligations. If the undersigned is a partnership for U.S. federal income tax purposes, references
to "the undersigned" in the following paragraphs shall be deemed to apply instead to each of the undersigned's partners/members,
except for paragraph 2 in which case "the undersigned" shall refer to both the partnership and each of its partners/members.


 


2.          It
is not a "bank" as such term is used in Section 881(c)(3)(A) of the Code.


 


3.          It
is not a "10 percent shareholder," within the meaning of Section 881(c)(3)(B) of the Code, of the Borrower.


 


4.          It
is not a "controlled foreign corporation" related to the Borrower within the meaning of Section 881(c)(3)(C) of
the Code.


 


	 	[NAME OF LENDER OR ADMINISTRATIVE AGENT]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	Date:  _______________, _____	 


 




    	Exhibit B- 6



    	 	 



    




 


Exhibit B-1


 


[FORM OF]


BORROWING PROPOSAL


 


UBS AG, STAMFORD BRANCH


677 Washington Boulevard


Stamford, Connecticut 06901


 


NorthStar Realty Finance Corp.


399 Park Avenue, 18th Floor


New York, New York 10022


 


[__________ __], 20[__]


 


This Borrowing Proposal is made under the Facility
Agreement dated September 26, 2014 between UBS AG, Stamford Branch ("UBS") and you (as amended, the "Facility
Agreement"). Capitalized terms used but not defined herein have the meanings given to them in the Facility Agreement.
The terms of the Borrowing proposed by UBS to be made under the Facility Agreement in respect of this Borrowing Proposal are as
follows:


 


	1.	 	Proposed Borrowing Date:	 	 	[__________ __, 20__]	 
	2.	 	Aggregate Principal Amount of Loan proposed to be made:	 	$	[__________]	 
	3.	 	Maturity Date of the Proposed Loan:	 	 	[__________ __, 20__]	 
	4.	 	Applicable Margin (if Proposed Loan is made as a Eurodollar Loan)	 	 	[____]	%
	5.	 	Fixed Rate (if Proposed Loan is made as a Fixed Rate Loan)	 	 	[____]	%



 


As provided in the Facility Agreement, you
may accept the terms of the Borrowing proposed herein by providing a Borrowing Confirmation on or before the Borrowing Confirmation
Deadline, all on and subject to the terms and conditions set forth in the Facility Agreement.


 


Very truly yours,


 


UBS AG, STAMFORD BRANCH


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:  	 


 




    	 



    	 



    

 


Exhibit B-2


 


[FORM OF]


BORROWING CONFIRMATION


 


NORTHSTAR REALTY FINANCE CORP.


399 Park Avenue, 18th Floor


New York, New York 10022


 


UBS AG, Stamford Branch


677 Washington Boulevard


Stamford, Connecticut 06901


 


[__________ __], 20[__]


 


Re:        Borrowing Proposal dated [__________
__], 20[__]


 


Ladies and Gentlemen:


 


We refer to the Borrowing Proposal dated [__________
__], 20[__] (the "Relevant Borrowing Proposal") delivered to NorthStar Realty Finance Corp.("NRF")
in accordance with the Facility Agreement dated September 26, 2014 between US AG, Stamford Branch ("UBS") and
NRF (as amended, the "Facility Agreement"). Capitalized terms used but not defined herein have the meanings given
to them in the Facility Agreement.


 


A copy of the Relevant Borrowing Proposal is
attached hereto as Annex 1. NRF hereby accepts the terms of the Borrowing proposed in the Relevant Borrowing Proposal, all on and
subject to the terms and conditions set forth in the Facility Agreement.


 


[Insert if applicable: The Borrower hereby
elects that the Loans to be made pursuant to the Relevant Borrowing Proposal should be made as Fixed Rate Loans and bear interest
at the


Fixed Rate specified in the Relevant Borrowing
Proposal.]


 


Very truly yours,


 


NORTHSTAR REALTY FINANCE CORP.


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Date:	[__________ __], 20[__]