Exhibit 10.1


 





Loan Number: 1003352


 


	 	Execution Version




 


 



 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


Dated as of August 7, 2019


 


by and among


 


REALTY INCOME CORPORATION,


as Borrower,


 


The
financial institutions party hereto


and
their assignees under Section 13.5.,


as Lenders,


 


and


 


WELLS
FARGO Bank, National Association,


as
Administrative Agent


 


 






 












	
        WELLS
        FARGO SECURITIES, LLC,

        MERRILL
        LYNCH, PIERCE, FENNER & SMITH, INCORPORATED,

        RBC
        CAPITAL MARKETS,

        REGIONS
        CAPITAL MARKETS,

        and

        JPMorgan
        Chase Bank, N.A,

        as Joint Lead Arrangers

        and

        Joint Bookrunners for the Revolving
        Loans,

         

        BANK OF AMERICA, N.A.,

        ROYAL BANK OF CANADA,

        JPMorgan
        Chase Bank, N.A,

        and

        REGIONS BANK,

        as Syndication Agents for the
        Revolving Loans,

         

        barclays
        bank plc,

        MORGAN STANLEY SENIOR FUNDING, INC.,

        GOLDMAN
        SACHS BANK USA,

        MIZUHO
        BANK, LTD.,

        and

        u.s.
        bank national association

        as Documentation Agents for the
        Revolving Loans,
	
        WELLS
        FARGO SECURITIES, LLC,

        MERRILL
        LYNCH, PIERCE, FENNER & SMITH, INCORPORATED

        and

        RBC
        CAPITAL MARKETS,

        as Joint Lead Arrangers

        and

        Joint Bookrunners for the Tranche
        A Term Loan,

         

         

        BANK OF AMERICA, N.A.,

        ROYAL BANK OF CANADA,

        and

        REGIONS BANK,

        as Syndication Agents for the
        Tranche A Term Loan,

         

        JPMorgan
        chase bank, n.a.,

        and

        U.S.
        Bank National Association,

        as Documentation Agents for
        the Tranche A Term Loan,

         
	
        WELLS
        FARGO SECURITIES, LLC,

        REGIONS
        CAPITAL MARKETS,

        u.s.
        bank national association,

        pnc
        capital markets llc,

        BRANCH
        BANKING AND TRUST COMPANY,

        and

        THE
        BANK OF NEW YORK MELLON

        as Joint Lead Arrangers for
        the Tranche B Term Loan,

         

        REGIONS
        BANK,

        u.s.
        bank national association,

        pnc
        BANK, NATIONAL ASSOCIATION,

        BRANCH
        BANKING AND TRUST COMPANY,

        and

        THE
        BANK OF NEW YORK MELLON,

        as Syndication Agents for the
        Tranche B Term Loan











 


 



 






    


     


    




 


TABLE OF CONTENTS


 





	Article I. Definitions	2
	 	 
	Section 1.1.  Definitions	2
	Section 1.2.  General; References to Pacific Time	40
	Section 1.3.  Rates	40
	Section 1.4.  Exchange Rates; Currency Equivalents	41
	Section 1.5.  Change of Currency	41
	 	 
	Article II. Credit Facility	41
	 	 
	Section 2.1.  Revolving Loans	41
	Section 2.2.  Term Loans	43
	Section 2.3.  Bid Rate Loans	44
	Section 2.4.  Letters of Credit	47
	Section 2.5.  Swingline Loans	52
	Section 2.6.  Rates and Payment of Interest on Loans	55
	Section 2.7.  Number of Interest Periods	56
	Section 2.8.  Repayment of Loans	56
	Section 2.9.  Prepayments	56
	Section 2.10.  Continuation	58
	Section 2.11.  Conversion	58
	Section 2.12.  Notes	59
	Section 2.13.  Voluntary Reductions of the Revolving Commitments	59
	Section 2.14.  Extension of Revolving Termination Date	60
	Section 2.15.  Expiration Date of Letters of Credit Past Revolving Commitment Termination	60
	Section 2.16.  Amount Limitations	60
	Section 2.17.  Increase in Tranche 1 Revolving Commitments	61
	Section 2.18.  Funds Transfer Disbursements	62
	 	 
	Article III. Payments, Fees and Other General Provisions	62
	 	 
	Section 3.1.  Payments	62
	Section 3.2.  Pro Rata Treatment	63
	Section 3.3.  Sharing of Payments, Etc.	64
	Section 3.4.  Several Obligations	64
	Section 3.5.  Fees	64
	Section 3.6.  Computations	65
	Section 3.7.  Usury	66
	Section 3.8.  Statements of Account; Bill Lead Date Request	66
	Section 3.9.  Defaulting Lenders	67
	Section 3.10.  Taxes	70
	 	 
	Article IV.  Eligibility of Properties	74
	 	 
	Section 4.1.  Eligibility of Properties	74
	Section 4.2.  Termination of Designation as Unencumbered Asset	75
	 	 
	Article V. Yield Protection, Etc.	75
	 	 
	Section 5.1.  Additional Costs; Capital Adequacy	75
	Section 5.2.  Changed Circumstances	77
	Section 5.3.  Illegality	79
	Section 5.4.  Compensation	79



 



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	Section 5.5.  Treatment of Affected Loans	80
	Section 5.6.  Affected Lenders	81
	Section 5.7.  Change of Lending Office	81
	Section 5.8.  Assumptions Concerning Funding of LIBOR Loans, Foreign Currency Rate Loans and LIBOR Margin Loans	82
	 	 
	Article VI. Conditions Precedent	82
	 	 
	Section 6.1.  Initial Conditions Precedent	82
	Section 6.2.  Conditions Precedent to All Loans and Letters of Credit	84
	 	 
	Article VII. Representations and Warranties	85
	 	 
	Section 7.1.  Representations and Warranties	85
	Section 7.2.  Survival of Representations and Warranties, Etc.	91
	 	 
	Article VIII. Affirmative Covenants	91
	 	 
	Section 8.1.  Preservation of Existence and Similar Matters	91
	Section 8.2.  Compliance with Applicable Law	92
	Section 8.3.  Maintenance of Property	92
	Section 8.4.  Conduct of Business	92
	Section 8.5.  Insurance	92
	Section 8.6.  Payment of Taxes and Claims	92
	Section 8.7.  Books and Records; Inspections	92
	Section 8.8.  Use of Proceeds	93
	Section 8.9.  Environmental Matters	93
	Section 8.10.  Further Assurances	94
	Section 8.11.  [Reserved]	94
	Section 8.12.  REIT Status	94
	Section 8.13.  Exchange Listing	94
	Section 8.14.  Guarantors	94
	 	 
	Article IX. Information	95
	 	 
	Section 9.1.  Quarterly Financial Statements	95
	Section 9.2.  Year-End Statements	95
	Section 9.3.  Compliance Certificate	96
	Section 9.4.  Other Information	96
	Section 9.5.  Electronic Delivery of Certain Information	98
	Section 9.6.  Public/Private Information	99
	Section 9.7.  USA Patriot Act Notice; Compliance	99
	Section 9.8.  Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions	99
	 	 
	Article X. Negative Covenants	99
	 	 
	Section 10.1.  Financial Covenants	99
	Section 10.2.  Negative Pledge	101
	Section 10.3.  Restrictions on Intercompany Transfers	101
	Section 10.4.  Merger, Consolidation, Sales of Assets and Other Arrangements	102
	Section 10.5.  Plans	103
	Section 10.6.  Fiscal Year	103
	Section 10.7.  Modifications of Organizational Documents and Material Contracts	103
	Section 10.8.  Transactions with Affiliates	104



 






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	Section 10.9.  Derivatives Contracts	104
	 	 
	Article XI. Default	104
	 	 
	Section 11.1.  Events of Default	104
	Section 11.2.  Remedies Upon Event of Default	108
	Section 11.3.  [Reserved]	109
	Section 11.4.  Marshaling; Payments Set Aside	109
	Section 11.5.  Allocation of Proceeds	109
	Section 11.6.  Letter of Credit Collateral Account	110
	Section 11.7.  Performance by Administrative Agent	111
	Section 11.8.  Rights Cumulative	111
	 	 
	Article XII. The Administrative Agent	112
	 	 
	Section 12.1.  Appointment and Authorization	112
	Section 12.2.  Administrative Agent’s Reliance	113
	Section 12.3.  Notice of Events of Default	114
	Section 12.4.  Administrative Agent as Lender	114
	Section 12.5.  Approvals of Lenders	114
	Section 12.6.  Indemnification of Administrative Agent	115
	Section 12.7.  Lender Credit Decision, Etc.	115
	Section 12.8.  Successor Administrative Agent	116
	Section 12.9.  Titled Agents	117
	 	 
	Article XIII. Miscellaneous	117
	 	 
	Section 13.1.  Notices	117
	Section 13.2.  Expenses	120
	Section 13.3.  Setoff	121
	Section 13.4.  Litigation; Jurisdiction; Other Matters; Waivers	122
	Section 13.5.  Successors and Assigns	123
	Section 13.6.  Amendments and Waivers	128
	Section 13.7.  Nonliability of Administrative Agent and Lenders	130
	Section 13.8.  Confidentiality	131
	Section 13.9.  Indemnification	131
	Section 13.10.  Termination; Survival	133
	Section 13.11.  Severability of Provisions	133
	Section 13.12.  GOVERNING LAW	133
	Section 13.13.  Counterparts	133
	Section 13.14.  Obligations with Respect to Loan Parties and Subsidiaries	133
	Section 13.15.  Independence of Covenants	134
	Section 13.16.  Limitation of Liability	134
	Section 13.17.  Entire Agreement	134
	Section 13.18.  Construction	134
	Section 13.19.  Headings	134
	Section 13.20.  Acknowledgement and Consent to Bail-in of EEA Financial Institutions	134
	Section 13.21.  Acknowledgement Regarding Any Supported QFCs	135
	Section 13.22.  Effect of Amendment and Restatement	135




 






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	SCHEDULE I	Commitments and Outstanding Loans
	SCHEDULE 1.1.(A)	Existing Letters of Credit
	SCHEDULE 1.1.(B)	List of Loan Parties
	SCHEDULE 4.1.	Initial Unencumbered Assets
	SCHEDULE 7.1.(b)	Ownership Structure
	SCHEDULE 7.1.(f)	Properties
	SCHEDULE 7.1.(g)	Indebtedness and Guaranties
	SCHEDULE 7.1.(h)	Material Contracts
	SCHEDULE 7.1.(i)	Litigation
	SCHEDULE 7.1.(r)	Affiliate Transactions
	 	 
	 	 
	EXHIBIT A	Form of Assignment and Assumption Agreement
	EXHIBIT B	Form of Bid Rate Note
	EXHIBIT C	Form of Designation Agreement
	EXHIBIT D	Form of Disbursement Instruction Agreement
	EXHIBIT E	Form of Guaranty
	EXHIBIT F	Form of Notice of Continuation
	EXHIBIT G	Form of Notice of Conversion
	EXHIBIT H	Form of Notice of Revolving Borrowing
	EXHIBIT I	Form of Notice of Swingline Borrowing
	EXHIBIT J	Form of Tranche 1 Revolving Note
	EXHIBIT K	Form of Tranche 2 Revolving Note
	EXHIBIT L	Form of Swingline Note
	EXHIBIT M	Form of Tranche A Term Loan Note
	EXHIBIT N	Form of Tranche B Term Loan Note
	EXHIBIT O	Form of Unencumbered Asset Certificate
	EXHIBIT P	Form of Bid Rate Quote Request
	EXHIBIT Q	Form of Bid Rate Quote
	EXHIBIT R	Form of Bid Rate Quote Acceptance
	EXHIBIT S	Forms of U.S. Tax Compliance Certificates
	EXHIBIT T	Form of Compliance Certificate
	EXHIBIT U	Form of Closing Certificate







 






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THIS SECOND AMENDED
AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 7, 2019 by and among REALTY INCOME CORPORATION,
a corporation formed under the laws of the State of Maryland (the “Borrower”), each of the financial institutions initially
a signatory hereto together with their successors and assignees under Section 13.5. (the “Lenders”), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC,
MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED (or any other registered broker-dealer wholly-owned by Bank of America
Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment
banking, commercial lending services or related businesses may be transferred following the date of this Agreement), RBC CAPITAL
MARKETS, REGIONS CAPITAL MARKETS and JPMORGAN CHASE BANK, N.A, as Joint Lead Arrangers and Joint Bookrunners for the Revolving
Loans (in such capacities, the “Revolving Loan Lead Arrangers”), BANK OF AMERICA, N.A., ROYAL BANK OF CANADA, REGIONS
BANK and JPMORGAN CHASE BANK, N.A, as Syndication Agents for the Revolving Loans (in such capacities, the “Revolving Loan
Syndication Agents”), BARCLAYS BANK PLC, MORGAN STANLEY SENIOR FUNDING, INC., GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD.,
and U.S. BANK NATIONAL ASSOCIATION as Documentation Agents for the Revolving Loans (in such capacity, the “Revolving Loan
Documentation Agents”), WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, and RBC CAPITAL
MARKETS, as Joint Lead Arrangers and Joint Bookrunners for the Tranche A Term Loan (in such capacities, the “Tranche A Term
Loan Lead Arrangers”), BANK OF AMERICA, N.A., ROYAL BANK OF CANADA, and REGIONS BANK, as Syndication Agents for the Tranche
A Term Loan (in such capacity, the “Tranche A Term Loan Syndication Agents”), JPMORGAN CHASE BANK, N.A. and U.S. BANK
NATIONAL ASSOCIATION, as Documentation Agents for the Tranche A Term Loan (in such capacity, the “Tranche A Term Loan Documentation
Agents”; and together with the Revolving Loan Documentation Agents, the “Documentation Agents”), WELLS FARGO
SECURITIES, LLC, REGIONS CAPITAL MARKETS, U.S. BANK NATIONAL ASSOCIATION, PNC CAPITAL MARKETS LLC, BRANCH BANKING AND TRUST COMPANY
and THE BANK OF NEW YORK MELLON as Joint Lead Arrangers and Joint Bookrunners for the Tranche B Term Loan (in in such capacities,
the “Tranche B Term Loan Lead Arrangers”; and together with the Revolving Loan Lead Arrangers and the Tranche A Term
Loan Lead Arrangers, the “Lead Arrangers”), REGIONS BANK, U.S. BANK NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION,
BRANCH BANKING AND TRUST COMPANY and THE BANK OF NEW YORK MELLON as Syndication Agents for the Tranche B Term Loan (in such capacity,
the “Tranche B Term Loan Syndication Agents”; and together with the Revolving Loan Syndication Agents and the Tranche
A Term Loan Syndication Agents, the “Syndication Agents”).


 


WHEREAS, the Borrower,
certain of the Lenders and other lenders party thereto (collectively, the “Existing Lenders”), the Administrative Agent
and certain other parties have entered into that certain Amended and Restated Credit Agreement dated as of October 24, 2018 (the
“Existing Agreement Date”) (as amended, restated, supplemented or otherwise modified and as in effect immediately prior
to the date hereof, the “Existing Credit Agreement”); and


 


WHEREAS, the Administrative
Agent, the Issuing Banks, the Swingline Lender and the Lenders desire to amend and restate the Existing Credit Agreement to, among
other things, make available to the Borrower (a) a multicurrency revolving credit facility in the initial amount of $2,700,000,000,
which will include a $300,000,000 swingline subfacility, a $60,000,000 letter of credit subfacility, and a competitive bid loan
subfacility, (b) a multicurrency revolving credit facility in the initial amount of $300,000,000, (c) an existing $250,000,000
term loan facility and (d) an additional existing $250,000,000 term loan facility, in each case, on the terms and conditions contained
herein.


 


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


 






    


     


    

 


Article I. Definitions


 


Section 1.1.
Definitions.


 


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


 


“Absolute
Rate” has the meaning given that term in Section 2.3.(c)(ii)(C).


 


“Absolute
Rate Auction” means a solicitation of Bid Rate Quotes setting forth Absolute Rates pursuant to Section 2.3.


 


“Absolute
Rate Loan” means a Bid Rate Loan, the interest rate on which is determined on the basis of an Absolute Rate pursuant
to an Absolute Rate Auction.


 


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


 


“Additional
Costs” has the meaning given that term in Section 5.1.(b).


 


“Adjusted
Funds From Operations” means, with respect to a Person for any period, (a) Funds From Operations of such Person
for such period, plus (b) non-cash deferred note financing costs and stock compensation costs of such Person for such period,
plus (c) loss (or minus gain) on the mark-to-market of derivatives instruments, minus (d) capital expenditures paid in cash
by such Person during such period. Adjusted Funds From Operations shall exclude straight-line rent and market rent leveling adjustments
required by GAAP.


 


“Administrative
Agent” means Wells Fargo Bank, National Association as contractual representative of the Lenders under this Agreement,
or any successor Administrative Agent appointed pursuant to Section 12.8.


 


“Administrative
Questionnaire” means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent
in a form supplied by the Administrative Agent to the Lenders from time to time.


 


“Affected
Lender” has the meaning given that term in Section 5.6.


 


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


 


“Agreement”
has the meaning set forth in the introductory paragraph hereof.


 


“Agreement
Date” means the date as of which this Agreement is dated.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from
time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt
Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.


 



    - 2 -


     


    




 


“Anti-Money
Laundering Laws” means all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules
applicable to the Borrower, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable
provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,”
31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959).


 


“Applicable
Law” means all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes, executive orders, 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.


 


“Applicable
Margin” means the percentage rates set forth in the table below corresponding to the level (each a “Level”)
into which the Credit Rating then falls. As of the Agreement Date, the Applicable Margins are determined based on Level 2.
Any change in the Borrower’s Credit Rating which would cause the Applicable Margins to be determined based on a different
Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent
of written notice delivered by the Borrower in accordance with Section 9.4.(p) that the Borrower’s Credit Rating has
changed; provided, however, that if the Borrower has not delivered the notice required by such Section but the Administrative
Agent becomes aware that the Borrower’s Credit Rating has changed, then the Administrative Agent shall give the Borrower
notice of its awareness of such change (provided that failure to give such notice shall not limit the effectiveness of any
adjustment of the applicable Level by the Administrative Agent in accordance with this definition) and may, in its sole discretion,
adjust the Level effective as of the first day of the first calendar month following the date the Administrative Agent becomes
aware that the Credit Rating has changed. During any period for which the Borrower has received three Credit Ratings which are
not equivalent, the Applicable Margins shall be determined by (a) the highest Credit Rating if they differ by only one Level
and (b) the average of the two highest Credit Ratings if they differ by two or more Levels (unless the average is not a recognized
Level, in which case the Applicable Margins will be based on the Level corresponding to the second highest Credit Rating). During
any period for which the Borrower has received only two Credit Ratings and such Credit Ratings are not equivalent, the Applicable
Margins shall be determined by (i) the highest Credit Rating if they differ by only one Level and (ii) the average of the two Credit
Ratings if they differ by two or more Levels (unless the average is not a recognized Level, in which case the Applicable Margins
shall be based on the Credit Rating one Level below the Level corresponding to the higher Credit Rating). During any period for
which the Borrower has received a Credit Rating from only one Rating Agency, the Applicable Margins shall be determined based on
such Credit Rating so long as such Credit Rating is from either S&P or Moody’s. During any period that the Borrower has
(x) not received a Credit Rating from any Rating Agency or (x) received a Credit Rating from only one Rating Agency that is neither
S&P or Moody’s, the Applicable Margins shall be determined based on Level 6. The provisions of this definition shall
be subject to Section 2.6.(c).


 






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	Level	Credit Rating	Applicable

 Margin for

 Revolving

 Loans that are

 LIBOR Loans

 and Foreign

 Currency Rate

 Loans	Applicable 

Margin for

 Revolving Loans

 that are Base Rate

 Loans	Applicable

 Margin for

 Tranche A Term

 Loans that are

 LIBOR Loans	Applicable

 Margin for

 Tranche A 

Term Loans 

that are Base

 Rate Loans	Applicable

 Margin for

 Tranche B 

Term Loans 

that are 

LIBOR Loans	Applicable

 Margin for

 Tranche B 

Term Loans 

that are Base

 Rate Loans
	1	A/A2 (or higher)	0.750%	0.000%	0.900%	0.000%	0.800%	0.000%
	2	A-/A3	0.775%	0.000%	0.900%	0.000%	0.850%	0.000%
	3	BBB+/Baa1	0.825%	0.000%	0.950%	0.000%	0.900%	0.000%
	4	BBB/Baa2	0.900%	0.000%	1.100%	0.100%	1.000%	0.000%
	5	BBB-/Baa3	1.100%	0.100%	1.350%	0.350%	1.250%	0.250%
	6	BB+/Ba1 (or lower or unrated)	1.450%	0.450%	1.750%	0.750%	1.650%	0.650%


 


“Applicable
Revolving Facility Fee” means the percentage rate set forth in the table below corresponding to the Level at which the
“Applicable Margin” is determined in accordance with the definition thereof:


 


	Level	
        Applicable 

Revolving 

Facility Fee

         

	1	0.100%
	2	0.125%
	3	0.150%
	4	0.200%
	5	0.250%
	6	0.300%


 


Any change in the applicable Level at which
the Applicable Margin is determined shall result in a corresponding and simultaneous change in the Applicable Revolving Facility
Fee. The provisions of this definition shall be subject to Section 2.6.(c).


 


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


 






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“Assignment
and Assumption” means an Assignment and Assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 13.5.), and accepted by the Administrative Agent, in substantially the form
of Exhibit A or any other form approved by the Administrative Agent.


 


“AUD”,
“Australian Dollars” or “A$” means the lawful currency of Australia.


 


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


 


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


 


“Bankruptcy
Code” means the Bankruptcy Code of 1978, as amended.


 


“Base Rate”
means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the
LIBOR Market Index Rate plus 1.0%. Each change in the Base Rate shall take effect simultaneously with the corresponding
change or changes in the Prime Rate, the Federal Funds Rate or the LIBOR Market Index Rate (provided that clause (c)
shall not be applicable during any period in which LIBOR is unavailable or unascertainable).


 


“Base Rate
Loan” means a Revolving Loan or Term Loan (or any portion thereof) bearing interest at a rate based on the Base Rate.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


“Beneficial
Ownership Regulation” means 31 CFR § 1010.230.


 


“Benefit Arrangement”
means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Multiemployer Plan and which
is maintained or otherwise contributed to by the Borrower or any Subsidiary.


 


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


 


“Bid Rate
Borrowing” has the meaning given that term in Section 2.3.(b).


 


“Bid Rate
Loan” means a loan made by a Lender under Section 2.3.(f).


 


“Bid Rate
Note” means a promissory note of the Borrower substantially in the form of Exhibit B, payable to a Lender.


 


“Bid Rate
Quote” means an offer in accordance with Section 2.3.(c) by a Lender to make a Bid Rate Loan with one single specified
interest rate.


 


“Bid Rate
Quote Request” has the meaning given that term in Section 2.3.(b).


 


“Bill Lead
Date” has the meaning given that term in Section 3.8.(b).


 






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“Borrower”
has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted
assigns.


 


“Borrower
Information” has the meaning given that term in Section 2.6.(c).


 


“Business
Day” means (a) for all purposes other than as set forth in clause (b) below, any day (other than a Saturday,
Sunday or legal holiday) on which banks in San Francisco, California and New York, New York, are open for the conduct of their
commercial banking business; (b) with respect to all notices and determinations in connection with, and payments of principal
and interest on, any LIBOR Loan or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day
that is a Business Day described in clause (a) and that is also a day for trading by and between banks in Dollar deposits
in the London interbank market; (c) if such day relates to any interest rate settings as to any Obligation denominated in Euros,
any fundings, disbursements, settlements and payments in Euros in respect of any such Obligation, or any other dealings in Euros
to be carried out pursuant to this Agreement in respect of any such Obligation, a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open (or if such payment system ceases to be operative, such other payment
system (if any) reasonably determined by the Administrative Agent to be a suitable replacement); (d) if such day relates to any
interest rate settings as to an Obligation denominated in a Currency other than Dollars or Euros, any such day on which dealings
in deposits in the relevant currency are conducted by and between banks in the principal financial center of the country of such
Currency or other applicable offshore interbank market for such Currency; and (e) if such day relates to any fundings, disbursements,
settlements and payments in a Currency other than Dollars or Euros in respect of a Foreign Currency Rate Loan denominated in a
Currency other than Dollars or Euros, or any other dealings in any Currency other than Dollars or Euros to be carried out pursuant
to this Agreement in respect of any such Foreign Currency Rate Loan (other than any interest rate settings), any such day on which
banks are open for foreign exchange business in the principal financial center of the country of such Currency. Unless specifically
referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.


 


“CAD”,
“Canadian Dollar” or Cdn$” means the lawful currency of Canada.


 


“Capitalization
Rate” means 6.90%.


 


“Capitalized
Lease Obligations” means obligations under a financing lease (or other similar arrangement conveying the right to use
property) to pay rent or other similar amounts that are required to be capitalized for financial reporting purposes in accordance
with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be
reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the applicable Issuing Bank or the
Tranche 1 Revolving Lenders, as collateral for Letter of Credit Liabilities or obligations of Tranche 1 Revolving Lenders to fund
participations in respect of Letter of Credit Liabilities, cash or deposit account balances or, if the Administrative Agent and
the applicable Issuing Bank shall agree in their reasonable discretion, other credit support, in each case pursuant to documentation
in form and substance reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank. “Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash Equivalents”
means (a) securities issued, guaranteed or insured by the United States of America or any of its agencies with maturities
of not more than one year from the date acquired; (b) time


 






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deposits, certificates of deposit or bankers’ acceptances
with maturities of not more than one year from the date acquired issued by any Lender (or bank holding company owning any Lender)
or any other United States federal or state chartered commercial bank, or a commercial bank organized under the laws of any other
country which is a member of the Organisation for Economic Cooperation and Development, or a political subdivision of any such
country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000 and which bank
or its holding company has a short-term commercial paper rating of at least A-2 or the equivalent by S&P or at least P-2 or
the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven days from the date acquired,
for securities of the type described in clause (a) above and entered into only with commercial banks having the qualifications
described in clause (b) above; (d) commercial paper issued by any Lender (or bank holding company owning any Lender)
or any other Person incorporated under the laws of the United States of America or any State thereof and rated at least A-2 or
the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, in each case with maturities of not
more than one year from the date acquired; and (e) investments in money market funds which have net assets of at least $500,000,000
and whose assets consist primarily of securities and other obligations of the type described in clauses (a) through (d) above.


 


“CDOR Rate”
means, for any Interest Period with respect to a Foreign Currency Rate Loan denominated in Canadian Dollars, the rate per annum
equal to the average of the annual yield rates applicable to Canadian Dollar banker’s acceptances at or about 10:00 a.m.
(Toronto time) 2 Business Days prior to the commencement of such Interest Period as reported on the “CDOR page” (or
any display substituted therefor) of Reuters Monitor Money Rates Service (or such other page or commercially available source displaying
Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as may be designated by the Administrative Agent and
reasonably acceptable to Borrower) for a term equivalent to such Interest Period (or if such Interest Period is not equal to a
number of months, for a term equivalent to the number of months closest to such Interest Period); provided that if
such rate is not available at such time for any reason, then the “CDOR Rate” for such Interest Period shall be the
per annum cost of funds quoted by the Administrative Agent to raise Canadian Dollars for such Interest Period as of 10:00 a.m.,
Toronto time, on the first day of such Interest Period for commercial loans or other extensions of credit to businesses of comparable
credit risk. If the CDOR Rate for any Interest Period shall be less than zero, such rate shall be deemed to be zero for such Interest
Period for all purposes of this Agreement.


 


“CHF”
or “Swiss Franc” means the lawful currency of Switzerland.


 


“Class”
(a) when used with respect to a Revolving Commitment, refers to whether such Revolving Commitment is a Tranche 1 Revolving Commitment
or Tranche 2 Revolving Commitment, (b) when used with respect to a Loan, refers to whether such Loan is a Tranche 1 Revolving Loan,
a Tranche 2 Revolving Loan, a Tranche A Term Loan or a Tranche B Term Loan and (c) when used with respect to a Lender, refers to
whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments.


 


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


 


“Compliance
Certificate” has the meaning given that term in Section 9.3.


 


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


 


“Continue”,
“Continuation” and “Continued” each refers to the continuation of a LIBOR Loan or Foreign
Currency Rate Loan from one Interest Period to another Interest Period pursuant to Section 2.10.


 






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


 


“Convert”,
“Conversion” and “Converted” each refers to the conversion of a Loan of one Type into a Loan
of another Type pursuant to Section 2.11.


 


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


 


“Covered Party”
has the meaning given that term in Section 13.21.


 


“Currency”
means, with respect to any Revolving Loan, Dollars or a Foreign Currency.


 


“Credit Event”
means any of the following: (a) the making (or deemed making) of any Loan and (b) the issuance of a Letter of Credit
or the amendment of a Letter of Credit that extends the maturity, or increases the Stated Amount, of such Letter of Credit.


 


“Credit Rating”
means the rating assigned by a Rating Agency to each series of rated senior unsecured long term indebtedness of the Borrower.


 


“Crest Net
Subsidiaries” means Subsidiaries of Crest Net Lease, Inc. that are Deemed Taxable REIT Subsidiaries.


 


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


 


“Deemed Taxable
REIT Subsidiary” has the meaning given that term in the definition of the term “Taxable REIT Subsidiary”.


 


“Default”
means any of the events specified in Section 11.1., whether or not there has been satisfied any requirement for the giving
of notice, the lapse of time, or both.


 


“Default Right”
has the meaning given that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 


“Defaulting
Lender” means, subject to Section 3.9.(f), any Lender that (a) has failed to (i) fund all or any portion
of its Loans within 2 Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the
Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one
or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline
Lender or any other Lender any other amount required to be paid by it hereunder (including, with respect to a Tranche 1 Revolving
Lender, in respect of its participation in Letters of Credit or Swingline Loans) within 2 Business Days of the date when due, (b) has
notified the Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender in writing that it does not intend to
comply with its funding


 






    - 8 -


     


    

 


obligations hereunder, or has made a public statement to that effect (unless such writing or public statement
relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days
after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower
that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower),
or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor
Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit
of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject
of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition
of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such
ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States
of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be
conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(f))
upon delivery of written notice of such determination to the Borrower, the Issuing Banks, the Swingline Lender and each Lender.


 


“Derivatives
Contract” means a “swap agreement” as defined in Section 101 of the Bankruptcy Code.


 


“Derivatives
Termination Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of
any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives
Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any
date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for
such Derivatives Contracts, determined based upon one or more mid-market quotations or estimates provided by any recognized dealer
in Derivatives Contracts (which may include the Administrative Agent, any Lender, any Specified Derivatives Provider or any Affiliate
of any of them).


 


“Designated
Lender” means a special purpose corporation which is an Affiliate of, or sponsored by, a Tranche 1 Revolving Lender,
that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and that
issues (or the parent of which issues) commercial paper rated at least P-1 (or the then equivalent grade) by Moody’s or A-1
(or the then equivalent grade) by S&P that, in either case, (a) is organized under the laws of the United States of America
or any state thereof, (b) shall have become a party to this Agreement pursuant to Section 13.5.(g) and (c) is not otherwise
a Lender.


 


“Designating
Lender” has the meaning given that term in Section 13.5.(g).


 


“Designation
Agreement” means a Designation Agreement between a Tranche 1 Revolving Lender and a Designated Lender and accepted by
the Administrative Agent, substantially in the form of Exhibit C or such other form as may be agreed to by such Lender, such
Designated Lender and the Administrative Agent.


 






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“Development
Property” means a Property currently under development (i) upon which a certificate of occupancy has not been obtained
in accordance with Applicable Law and local building and zoning ordinances and (ii) on which the improvements (other than
tenant improvements on unoccupied space) related to the development have not been substantially completed. The term “Development
Property” shall include real property of the type described in the immediately preceding sentence to be (but not yet) acquired
by the Borrower, any Subsidiary or any Unconsolidated Affiliate upon completion of construction pursuant to a contract in which
the seller of such real property is required to develop or renovate prior to, and as a condition precedent to, such acquisition.


 


“Disbursement
Instruction Agreement” means an agreement substantially in the form of Exhibit D to be executed and delivered by
the Borrower pursuant to Section 6.1.(a), as the same may be amended, restated or modified from time to time with the prior
written approval of the Administrative Agent.


 


“DKK”
or “Danish Krone” means the lawful currency of Denmark.


 


“Dollar Equivalent”
means, at any time (a), with respect to an amount denominated in Dollars, such amount and (b) with respect to any amount denominated
in a Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis
of the Spot Rate (as of the date of borrowing or the most recent Revaluation Date applicable to such amount, as applicable) for
the purchase of Dollars with such Foreign Currency.


 


“Dollars”
or “$” means the lawful currency of the United States of America.


 


“EBITDA”
means, with respect to a Person for any period and without duplication, the sum of (a) net income (loss) of such Person for
such period determined on a consolidated basis excluding the following (but only to the extent included in determining net income
(loss) for such period): (i) depreciation and amortization; (ii) interest expense; (iii) income tax expense; (iv) extraordinary,
unusual or nonrecurring items, including without limitation, gains and losses from the sale of Properties (but not from the sale
of Properties by any Taxable REIT Subsidiary); (v) gains and losses resulting from currency exchange effects and hedging arrangements;
(vi) non-cash stock compensation costs of such Person for such period, and (vii) equity in net income (loss) of its Unconsolidated
Affiliates; plus (b) such Person’s Ownership Share of EBITDA of its Unconsolidated Affiliates. EBITDA shall be
adjusted to remove any impact from amortization of above and below market rent intangibles pursuant to FASB ASC 805. For purposes
of this definition, nonrecurring items shall be deemed to include, but shall not be limited to, (w) gains and losses on early
extinguishment of Indebtedness, (x)  severance and other restructuring charges, (y) transaction costs of acquisitions,
dispositions, capital markets offerings, debt financings and amendments thereto not permitted to be capitalized pursuant to GAAP
and (z) non-cash impairment charges.


 


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


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 






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


 


“Effective
Date” means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set
forth in Section 6.1. shall have been fulfilled or waived by all of the Lenders.


 


“Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 13.5.(b)(iii), (v) and (vi) (subject
to such consents, if any, as may be required under Section 13.5.(b)(iii)).


 


“Eligible
Ground Lease” means a ground lease containing terms and conditions customarily required by mortgagees making a loan secured
by the interest of the holder of the leasehold estate demised pursuant to a ground lease, including without limitation, the following:
(a) a remaining term (including any unexercised extension options exercisable at the sole option of the ground lessee) of
30 years or more from the Existing Agreement Date; (b) the right of the lessee to mortgage and encumber its interest in the
leased property, and to amend the terms of any such mortgage or encumbrance, in each case, without the consent of the lessor; (c) a
customary obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults
on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable
opportunity to cure or complete foreclosures, and fails to do so; (d) reasonably acceptable transferability of the lessee’s
interest under such lease, including ability to sublease (provided that a provision that if a consent of such ground lessor is
required, such consent is subject to either an express reasonableness standard or an objective financial standard for the transferee
that is reasonably satisfactory to the Administrative Agent shall be deemed acceptable); and (e) clearly determinable rental payment
terms.


 


“EMU Legislation”
means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified
European currency.


 


“Environmental
Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,
accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person
in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating
in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or
any approval given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities
for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human
health or the environment.


 


“Environmental
Laws” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal
or clean-up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.;
Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
§ 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection
Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous
Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials or protection
of the environment.


 


“Equity Interest”
means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant,
option or other right for the purchase or other


 






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


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as in effect from time to time.


 


“ERISA Event”
means, with respect to the ERISA Group, (a) any “reportable event” as defined in Section 4043 of ERISA with
respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of a member of the
ERISA Group from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA that results in the imposition of liability under Section 4063 of ERISA or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by a member of
the ERISA Group of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (d) the
incurrence by any member of the ERISA Group of any liability under Title IV of ERISA with respect to the termination of any
Plan or Multiemployer Plan; (e) the institution of proceedings by the PBGC to terminate a Plan or Multiemployer Plan; (f) the
failure by any member of the ERISA Group to make when due required contributions to a Multiemployer Plan or Plan unless such failure
is cured within 30 days or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA
of an application for a waiver of the minimum funding standard; (g) any other event or condition that might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Plan or Multiemployer Plan or the imposition of liability on any member of the ERISA Group under Section 4069 or 4212(c)
of ERISA; (h) the receipt by any member of the ERISA Group of any notice or the receipt by any Multiemployer Plan from any
member of the ERISA Group of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is reasonably expected to be, insolvent (within the meaning of Section 4245 of ERISA), in reorganization (within
the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the
Internal Revenue Code or Section 305 of ERISA); (i)  the imposition of any liability under Title IV of ERISA, other
than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any member of the ERISA Group or the imposition
of any Lien upon any member of the ERISA Group in favor of the PBGC under Title IV of ERISA; or (j) a determination that a
Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal
Revenue Code or Section 303 of ERISA).


 


“ERISA Group”
means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control, which, together with the Borrower or any Subsidiary, are treated as a single employer
under Section 414 of the Internal Revenue Code.


 


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


 


“EUR”,
“Euros” or “€” means the lawful currency of Participating Member States introduced in
accordance with the EMU Legislation.


 


“Eurodollar
Reserve Percentage” means, for any day, the percentage which is in effect for such day as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for


 






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determining the maximum reserve requirement (including, without
limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities
for a member bank of the Federal Reserve System in New York City.


 


“Event of
Default” means any of the events specified in Section 11.1., provided that any requirement for notice or lapse of
time or any other condition has been satisfied.


 


“Excluded
Subsidiary” means any Subsidiary (a) that either (i) holds title to assets that are or are to become collateral
for any Secured Indebtedness of such Subsidiary or (ii) owns Equity Interests of one or more Excluded Subsidiaries but has
no assets other than such Equity Interests and other assets of nominal value (including cash) incidental thereto, and (b) that
is prohibited from Guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument, or agreement
evidencing such Secured Indebtedness or (ii) a provision of such Subsidiary’s organizational documents which provision
was included in such Subsidiary’s organizational documents as a condition to the extension of (or pursuant to the terms of)
such Secured Indebtedness. In no event shall the Borrower be considered to be an Excluded Subsidiary.


 


“Excluded
Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion
of the liability of such Loan Party for or the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure,
such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof)
by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined
in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the Guarantee of such Loan Party
or the grant of such Lien becomes effective with respect to such Swap Obligation (such determination being made after giving effect
to any applicable keepwell, support or other agreement for the benefit of the applicable Loan Party, including under Section 31
of the Guaranty). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or Lien is or becomes illegal
for the reasons identified in the immediately preceding sentence of this definition.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Recipient, U.S.
federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest
in a Loan or Revolving Commitment pursuant to an Applicable Law in effect on the date on which (i) such Recipient acquires
such interest in the Loan or Revolving Commitment (other than pursuant to an assignment request by the Borrower under Section 5.6.)
or (ii) such Recipient (if such Recipient is a Lender) changes its lending office, except in each case to the extent that,
pursuant to Section 3.10., amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately
before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office, (c) Taxes
attributable to such Recipient’s failure to comply with Section 3.10.(g) and (d) any Taxes imposed under FATCA.


 


“Existing
Agreement Date” has the meaning set forth in the first recital hereof.


 


“Existing
Credit Agreement” has the meaning set forth in the first recital hereof.


 






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“Existing
Lenders” has the meaning given that term in the first recital hereof.


 


“Existing
Letters of Credit” means each of the letters of credit identified on Schedule 1.1.(A), if any.


 


“Extended
Letter of Credit” has the meaning given that term in Section 2.4.(b).


 


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


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any
intergovernmental agreement between a non-U.S. jurisdiction and the United States of America with respect to the foregoing and
any law, regulation or practice adopted pursuant to any such intergovernmental agreement.


 


“Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such
day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions
received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.
If the Federal Funds Rate determined as provided above would be less than zero, the Federal Funds Rate shall be deemed to be zero.


 


“Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Fee Letter”
means that certain fee letter dated June 24, 2019, by and among the Borrower, Wells Fargo and Wells Fargo Securities, LLC.


 


“Fees”
means the fees and commissions provided for or referred to in Section 3.5. and any other fees payable by the Borrower hereunder,
under the Fee Letter or under any other Loan Document.


 


“Fitch”
means Fitch, Inc., and its successors.


 


“Fixed Charges”
means, with respect to a Person and for a given period, the sum of (a) the Interest Expense of such Person for such period,
plus (b) the aggregate of all scheduled principal payments on Indebtedness made by such Person during such period (excluding
balloon, bullet or similar payments of principal due upon the stated maturity of Indebtedness), plus (c) the aggregate
of all dividends paid or accrued by such Person on any Preferred Stock during such period but excluding redemption payments or
repurchases or charges in connection with the final redemption or repurchase in whole of any Preferred Stock, plus (d) the
Reserve for Replacements for such Person’s Properties. The Borrower’s Ownership Share of the Fixed Charges of its Unconsolidated
Affiliates will be included when determining the Fixed Charges of the Borrower.


 


“Foreign Currency”
means any Tranche 1 Currency or Tranche 2 Currency other than Dollars.


 






    - 14 -


     


    

 


“Foreign Currency
Equivalent” means with respect to an amount denominated in Dollars, the equivalent in the applicable Foreign Currency
of such amount determined at the Spot Rate for the purchase of such Foreign Currency with Dollars, as determined by the Administrative
Agent on the most recent Revaluation Date applicable to such amount.


 


“Foreign Currency
Rate” means


 


(a)       with
respect to any Foreign Currency Rate Loan denominated in Euros, for any Interest Period, (i) (A) the per annum rate determined
by the Administrative Agent to be the rate at which deposits in Euros appear on either (x) the Reuters Screen LIBOR 01-02 or (y)
Bloomberg’s BBAM screen, in either case at approximately 11:00 a.m. (London time) on the date that is two Business Days
preceding the first day of such Interest Period; provided that if such rate does not appear on the Reuters Screen LIBOR
01-02 and Bloomberg’s BBAM Screen, the rate shall be the per annum rate determined by the Administrative Agent to be equal
to the arithmetic mean determined by Administrative Agent (rounded upwards to the next 1/16 of one percent (1.00%)) of the per
annum rates at which deposits in Euros are offered by three major banks in the London interbank market to other lending banks
in the London interbank market at approximately 11:00 a.m. (London time) on the date that is two Business Days preceding the first
day of such Interest Period, multiplied by (B) the Statutory Reserve Rate, to the extent applicable; provided,
further, that if the Administrative Agent elects to disclose to the Borrower any such rates at which deposits in Euros
are offered by any of such three major banks in the London interbank market, then the Borrower shall maintain such rates and the
identities of such major banks on a confidential basis and any such disclosure to the Borrower may be conditioned on the execution
by the Borrower of a confidentiality agreement acceptable to Administrative Agent; or (ii) if such rate is not available at such
time for any reason, the “Foreign Currency Rate” for such Interest Period shall be (A) the rate per annum determined
by the Administrative Agent to be the rate at which deposits in Euros for delivery on the first day of such Interest Period in
Same Day Funds in the approximate amount of the Revolving Loan are being made or continued by Administrative Agent to major banks
in the London interbank market for Euros at approximately 11:00 a.m. (London time) two Business Days prior to the commencement
of such Interest Period, multiplied by (B) the Statutory Reserve Rate, to the extent applicable;


 


(b)       with
respect to any Foreign Currency Rate Loan denominated in Yen, for any Interest Period, the per annum rate which appears on the
screen display “Reuters Screen TIBM” under the caption “TIBM Average Rates” on the Reuters Service (or
such other screen display or service as may replace it for purposes of displaying Tokyo interbank offered rates of prime banks
for Yen deposits) at approximately 11:00 a.m., Tokyo time, two Business Days prior to the commencement of such Interest Period,
as the rate for deposits in Yen with a maturity comparable to such Interest Period. If no such rate is available on the Reuters
Service (or such replacement), then the “Eurocurrency Rate” for such Interest Period shall be the interest rate offered
for Yen deposits for a period comparable to that Interest Period which appears on the screen display designated as “Euro-Yen
TIBOR” on page 23070 of the Telerate Service published by the Japanese Banking Association (or such other screen display
or service as may replace it for purposes of displaying Tokyo interbank offered rates of prime banks for Yen deposits). If such
rate is not available on the Reuters Service (or such replacement) or the Telerate Screen (or such replacement), then the “Foreign
Currency Rate” for such Interest Period shall be the rate per annum at which the Administrative Agent was offering to leading
banks in the Tokyo interbank market deposits in Yen for a period equal to the applicable Interest Period at approximately 11:00
a.m., Tokyo time, two Business Days prior to the commencement of such Interest Period. If such rate is not available on the Reuters
Service (or such replacement) or the Telerate Screen (or such replacement) and the Administrative Agent is unable to provide a
rate referred to in the sentence above, then the “Foreign Currency Rate” for such Interest Period shall be the rate
which is applied by the Administrative Agent in Japan as its long-term prime lending rate on the relevant date to its Yen loans
with terms exceeding one year to its prime customers in Japan and which the Administrative Agent confirms and notifies the Borrower
in writing as such;


 






    - 15 -


     


    

 


(c)        with
respect to any Foreign Currency Rate Loan denominated in Sterling, for any Interest Period, the per annum rate of interest equal
to: (i) (A) the per annum rate determined by the Administrative Agent to be the rate at which deposits in Sterling appear on either
(x) the Reuters Screen LIBOR 01-02 or (y) Bloomberg’s BBAM screen, in either case at approximately 11:00 a.m. (London time)
on the first day of such Foreign Currency Interest Period; provided that if such rate does not appear on the Reuters Screen
LIBOR 01-02 and Bloomberg’s BBAM Screen, the rate shall be the per annum rate determined by the Administrative Agent to
be equal to the arithmetic mean determined by Administrative Agent (rounded upwards to the next 1/16 of one percent (1.00%)) of
the per annum rates at which deposits in Sterling are offered by three major banks in the London interbank market to other lending
banks in the London interbank market at approximately 11:00 a.m. (London time) on the first day of such Interest Period, multiplied by (B)
the Statutory Reserve Rate, to the extent applicable; provided, further, that if Administrative Agent elects to
disclose to the Borrower any such rates at which deposits in Sterling are offered by any of such three major banks in the London
interbank market, then the Borrower shall maintain such rates and the identities of such major banks on a confidential basis and
any such disclosure to the Borrower may be conditioned on the execution by the Borrower of a confidentiality agreement acceptable
to Administrative Agent; or (ii) if such rate is not available at such time for any reason, the “Foreign Currency Rate”
for such Interest Period shall be (A) the rate per annum determined by the Administrative Agent to be the rate at which deposits
in Sterling for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Foreign Currency
Advance are being made or continued by Administrative Agent to major banks in the London interbank market for Sterling at approximately
11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period, multiplied by (B)
the Statutory Reserve Rate, to the extent applicable;


 


(d)       with
respect to any Foreign Currency Rate Loan denominated in Canadian Dollars, for any Interest Period, the CDOR Rate;


 


(e)       with
respect to any Foreign Currency Rate Loan denominated in Pesos, for any Interest Period, the TIIE Rate;


 


(f)       with
respect to any Foreign Currency Rate Loan denominated in Swiss Francs, for any Interest Period, LIBOR;


 


(g)       with
respect to any Foreign Currency Rate Loan denominated in Australian Dollars, for any Interest Period, the rate per annum equal
to the Australian Bank Bill Swap Bid Rate or the successor thereto as approved by the Administrative Agent as published by Bloomberg
(or on any successor or substitute service providing rate quotations comparable to those currently provided by such service, as
determined by the Administrative Agent from time to time) at approximately 10:00 a.m., Sydney, Australia time, two Business Days
prior to the commencement of such Interest Period, as the rate for deposits in Australian Dollars with a maturity comparable to
such Interest Period; provided that if such rate is not available at such time for any reason, the Administrative Agent
may substitute such rate with a reasonably acceptable alternative published interest rate that adequately reflects the all-in-cost
of funds to the Administrative Agent for funding such Foreign Currency Rate Loan in Australian Dollars;


 


(h)        with
respect to any Foreign Currency Rate Loan denominated in Hong Kong Dollars, for any Interest Period, the rate per annum equal to
the Hong Kong Interbank Offered Rate or a comparable or successor rate for deposits in Hong Kong Dollars which is approved by the
Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing
such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m., Hong Kong time, two
Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided
that if such rate is not available at such time for any reason, the


 






    - 16 -


     


    

 


Administrative Agent may substitute such rate with a reasonably
acceptable alternative published interest rate that adequately reflects the all-in-cost of funds to the Administrative Agent for
funding such Foreign Currency Rate Loans in Hong Kong Dollars;


 


(i)       with
respect to any Foreign Currency Rate Loan denominated in Singapore Dollars, for any Interest Period, the rate per annum equal to
the Singapore Interbank Offered Rate or a comparable or successor rate for deposits in Singapore Dollars which is approved by the
Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing
such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m., Singapore time, two
Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided
that if such rate is not available at such time for any reason, the Administrative Agent may substitute such rate with a reasonably
acceptable alternative published interest rate that adequately reflects the all-in-cost of funds to the Administrative Agent for
funding such Foreign Currency Rate Loans in Singapore Dollars;


 


(j)       with
respect to any Foreign Currency Rate Loan denominated in Swedish Krona, for any Interest Period, the rate per annum equal to the
Stockholm Interbank Offered Rate or the successor thereto as approved by the Administrative Agent as published by NASDAQ OMX (or
on any successor or substitute service providing rate quotations comparable to those currently provided by such service, as determined
by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement
of such Interest Period, as the rate for deposits in Swedish Krona with a maturity comparable to such Interest Period; provided
that if such rate is not available at such time for any reason, the Administrative Agent may substitute such rate with a reasonably
acceptable alternative published interest rate that adequately reflects the all-in-cost of funds to the Administrative Agent for
funding such Foreign Currency Rate Loans in Swedish Krona;


 


(k)       with
respect to any Foreign Currency Rate Loan denominated in Norwegian Krone, for any Interest Period, the rate per annum equal to
the Norwegian Interbank Offered Rate or the successor thereto as approved by the Administrative Agent as published by Oslo Børs
(or on any successor or substitute service providing rate quotations comparable to those currently provided by such service, as
determined by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period, as the rate for deposits in Norwegian Krone with a maturity comparable to such Interest
Period; provided that if such rate is not available at such time for any reason, the Administrative Agent may substitute
such rate with a reasonably acceptable alternative published interest rate that adequately reflects the all-in-cost of funds to
the Administrative Agent for funding such Foreign Currency Rate Loans in Norwegian Krone;


 


(l)       with
respect to any Foreign Currency Rate Loan denominated in Danish Kroner, for any Interest Period, the rate per annum equal to the
Copenhagen Interbank Offered Rate administered by NASDAQ OMX (or any other Person which takes over the administration of that rate,
as determined by the Administrative Agent from time to time) for Danish Kroner displayed on the appropriate page of the Reuters
screen (or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters)
at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided
that if such rate is not available at such time for any reason, the Administrative Agent may substitute such rate with a reasonably
acceptable alternative published interest rate that adequately reflects the all-in-cost of funds to the Administrative Agent for
funding such Foreign Currency Rate Loans in Danish Kroner; and


 


(m)       with
respect to any Foreign Currency Rate Loan denominated in New Zealand Dollars, for any Interest Period, the rate per annum equal
to the Bank Bill Reference Bid Rate or the successor thereto as approved by the Administrative Agent, as published on the applicable
Reuters screen page (or such other


 






    - 17 -


     


    

 


commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) at or about 10:45 a.m. (Auckland, New Zealand time) two Business Days prior to the commencement of such
Interest Period with a term equivalent to such Interest Period; provided that if such rate is not available at such time
for any reason, the Administrative Agent may substitute such rate with a reasonably acceptable alternative published interest rate
that adequately reflects the all-in-cost of funds to the Administrative Agent for funding such Foreign Currency Rate Loans in New
Zealand Dollars.


 


Notwithstanding the foregoing, in no event
shall the Foreign Currency Rate for any Foreign Currency Rate Loan be less than zero.


 


“Foreign Currency
Rate Loan” means a Revolving Loan bearing interest at a rate based on the Foreign Currency Rate.


 


“Foreign Lender”
means a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident
for tax purposes.


 


“Foreign Subsidiary”
means a Subsidiary not formed under the laws of the United States of America, any state thereof or the District of Columbia.


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender that is a Tranche 1 Revolving Lender, (a) with respect
to each Issuing Bank, such Defaulting Lender’s Tranche 1 Revolving Commitment Percentage of the outstanding Letter of Credit
Liabilities attributable to such Issuing Bank other than Letter of Credit Liabilities as to which such Defaulting Lender’s
participation obligation has been reallocated to other Tranche 1 Revolving Lenders or Cash Collateralized by such Defaulting Lender
or by the Borrower in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s
Tranche 1 Revolving Commitment Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Tranche 1 Revolving Lenders.


 


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


 


“Funds From
Operations” means net income available to common stockholders (computed in accordance with GAAP), plus depreciation,
amortization and impairments, but excluding gains on the sale of investment properties from “continuing operations”
and “discontinued operations” (as indicated on the consolidated statements of income (and accompanying notes) of the
Borrower) (it being agreed that gains or losses on sales by Crest Net Lease, Inc., the Crest Net Subsidiaries and any Taxable REIT
Subsidiary are not extraordinary or non-recurring and should be included in Funds From Operations) and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds
from operations on the same basis. Funds From Operations shall be calculated consistent with the National Association of Real Estate
Investments Trusts, Inc. (“NAREIT”) as of the Existing Agreement Date, but without giving effect to any supplements,
amendments or other modifications promulgated after the Existing Agreement Date.


 


“GAAP”
means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board (including Statement of Financial Accounting Standards No. 168, “The FASB Accounting
Standards Codification”) or in such other statements by such other entity as may be approved by a significant segment


 






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of
the accounting profession in the United States of America, which are applicable to the circumstances as of the date of determination.


 


“GBP”
“Sterling” or “£” means the lawful currency of
the United Kingdom.


 


“Governmental
Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with,
and reports to, all Governmental Authorities.


 


“Governmental
Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof
or any other governmental, quasi-governmental, judicial, administrative, public or statutory instrumentality, authority, body,
agency, bureau, commission, board, department or other comparable authority (including, without limitation, the Federal Deposit
Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority)
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank), or any arbitrator with authority
to bind a party at law.


 


“Gross Asset
Value” means, at a given time, the sum (without duplication) of (a) (i) the aggregate Net Operating Income
for all Properties (other than Development Properties and land held for development) owned by the Borrower or any of its Subsidiaries
for the entire period of four consecutive fiscal quarters of the Borrower most recently ended divided by (ii) the
Capitalization Rate, plus (b) all cash, Cash Equivalents (excluding tenant deposits and other cash and Cash Equivalents
the disposition of which is restricted but including (x) fully refundable earnest money deposits associated with potential acquisitions
and (y) Unrestricted 1031 Cash) and marketable securities of the Borrower and its Subsidiaries at such time, plus (c) the
current GAAP book value of all Development Properties and all land held for development, plus (d)  the purchase price
paid by the Borrower or any Subsidiary (less any amounts paid to the Borrower or such Subsidiary as a purchase price adjustment,
held in escrow, retained as a contingency reserve, or in connection with other similar arrangements) for any Property (other than
a Development Property) acquired by the Borrower or such Subsidiary during the immediately preceding period of four consecutive
fiscal quarters of the Borrower most recently ended, plus (e) the GAAP book value of all Mortgage Receivables, plus
(f) contractual purchase price of Properties of the Borrower and its Subsidiaries subject to purchase obligations, repurchase
obligations, forward commitments and unfunded obligations to the extent such obligations and commitments are included in determinations
of Total Liabilities, plus (g) the GAAP book value (exclusive of accumulated depreciation) of the corporate headquarters
of the Borrower located at 11975/11995 El Camino Real, San Diego, California 92130 so long as the Borrower or a Subsidiary thereof
owns such Property. The Borrower’s Ownership Share of assets held by Unconsolidated Affiliates (excluding assets of the
type described in the immediately preceding clause (b)) will be included in the calculation of Gross Asset Value consistent
with the above described treatment for wholly owned assets. To the extent that more than (x) 30.0% of the Gross Asset Value
would be attributable to Unimproved Land, Equity Interests in Persons that are not Subsidiaries and Mortgage Receivables, such
excess shall be excluded and (y) 15.0% of Gross Asset Value would be attributable to Development Properties of the Borrower
and its Subsidiaries, such excess shall be excluded. For purposes of this definition, if a Property to be included in the determination
of Gross Asset Value under the immediately preceding clause (a) has not generated Net Operating Income for the entire period
of four consecutive fiscal quarters of the Borrower most recently ended because the Property ceased to be a Development Property
during such period, then the Net Operating Income for such Property shall be annualized for such period in a manner acceptable
to the Administrative Agent.


 


“Guaranteed
Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations
owing by any Loan Party under any Specified Derivatives Contract (other than any Excluded Swap Obligation).


 






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“Guarantor”
means any Person that is a party to the Guaranty as a “Guarantor”.


 


“Guaranty”,
“Guaranteed” or to “Guarantee” as applied to any obligation means and includes: (a) a
guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly,
in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and
whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages
in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations,
(ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose
of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event
of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss,
(iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment
of amounts drawn down by beneficiaries of letters of credit (including Letters of Credit), or (v) the supplying of funds to
or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or
indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. As the context requires,
“Guaranty” shall also mean the guaranty executed and delivered pursuant to Section 6.1. or Section 8.14. and substantially
in the form of Exhibit E.


 


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


 


“HKD”,
“Hong Kong Dollars” or “HK$” means the lawful currency of Hong Kong.


 


“Indebtedness”
means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations
of such Person in respect of money borrowed; (b) all obligations of such Person (other than (A) trade debt incurred in the
ordinary course of business and (B) any earnout obligation until such obligation becomes a liability on the balance sheet
of such Person in accordance with GAAP (excluding disclosure on the notes and footnotes thereto) and if not paid after becoming
due and payable), whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing
extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase
money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest
charges are customarily paid or that are issued or assumed as full or partial payment for property or for services rendered; (c) Capitalized
Lease Obligations of such Person; (d) all reimbursement obligations (contingent or otherwise) of such Person under or in respect
of any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet
Obligations of such Person; (f) net obligations under any Derivative Contract in an amount equal to the Derivatives Termination
Value thereof (but, for the avoidance of doubt, Indebtedness of the Borrower shall not include any agreement, commitment or arrangement
for the sale of Equity Interests issued by the Borrower at a future date that could be discharged solely by (A) delivery of the
Borrower’s Equity Interests (other than Mandatorily Redeemable Stock), or, (B) solely at the Borrower’s option made
at any time, payment of the net cash value of such Equity Interests at the time,


 






    - 20 -


     


    





 





irrespective of the form or duration of such agreement,
commitment or arrangement; provided, however, that during the period of time, if any, following an election by the
Borrower to pay the net cash value of such Equity Interest and prior to payment of such net cash value, the obligation to pay such
net cash value shall be included as “Indebtedness” hereunder (it being understood and agreed that the amount of such
Indebtedness shall be calculated based on the closing price of the Borrower’s Equity Interests on the date of such election,
irrespective of the market price of the Borrower’s Equity Interests at any time following such election, including at the
time of payment)); (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Indebtedness of other Persons which (i) such
Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of exceptions to non-recourse liability described
in the definition of “Nonrecourse Indebtedness”) or (ii) is secured by a Lien on any property of such Person (valued
in the case of this clause (ii) at the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) if such Indebtedness
is non-recourse, the fair market value of the property encumbered thereby as determined by such Person in good faith). All Loans
and Letter of Credit Liabilities shall constitute Indebtedness of the Borrower.


 


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


 


“Intellectual
Property” has the meaning given that term in Section 7.1.(s).


 


“Interest
Expense” means, with respect to a Person and for any period, (a) all paid, accrued or capitalized interest expense
(including, without limitation, capitalized interest expense and interest expense attributable to Capitalized Lease Obligations)
of such Person and in any event shall include all letter of credit fees and all interest expense with respect to any Indebtedness
in respect of which such Person is wholly or partially liable whether pursuant to any repayment, interest carry, performance Guarantee
or otherwise, plus (b) to the extent not already included in the foregoing clause (a) such Person’s
Ownership Share of all paid, accrued or capitalized interest expense for such period of Unconsolidated Affiliates of such Person;
provided, that Interest Expense shall not include (i) capitalized interest funded from a construction loan interest reserve
account held by another lender and not included in the calculation of cash for balance sheet reporting purposes, (ii) commitment
or arrangement fees, (iii) premiums or penalties (including, without limitation, any make-whole payments associated with the
early repayment, redemption or defeasance of Indebtedness) or (iv) upfront and one-time financing fees, including amortization
of original issue discount.


 


“Interest
Period” means:


 


(a)       with
respect to each LIBOR Loan and Foreign Currency Rate Loan, each period commencing on the date such Loan is made, or in the case
of the Continuation of a Loan the last day of the preceding Interest Period for such Loan, and ending on the numerically corresponding
day in the first, third or sixth calendar month thereafter, as the Borrower may select in a Notice of Revolving Borrowing, Notice
of Continuation or Notice of Conversion, as the case may be, provided that (i) each Interest Period for such Loan that commences
on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate
subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month, and (ii) each
Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day
(or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day); and


 






    - 21 -


     


    

 


(b)       with
respect to each Bid Rate Loan, the period commencing on the date such Bid Rate Loan is made and ending on the numerically corresponding
day (or, if there is no numerically corresponding day, on the last Business Day) in the first, second, third or sixth calendar
month thereafter, as the Borrower may select as provided in a Bid Rate Quote Request.


 


Notwithstanding the foregoing, if any Interest
Period for a Class of Loans would otherwise end after the Termination Date for such Class, such Interest Period shall end on such
Termination Date.


 


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


 


“Investment”
means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, whether
by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan,
advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any
Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase
or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business
or a division or operating unit of another Person. Except as expressly provided otherwise, for purposes of determining compliance
with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment
for subsequent increases or decreases in the value of such Investment but determined net of all payments constituting returns of
invested capital received in respect of such Investment and, in the case of a guaranty or similar obligation, such Investment will
be reduced to the extent the exposure under such guaranty or similar obligation is reduced.


 


“Investment
Grade Rating” means a Credit Rating of BBB- or higher by S&P or Fitch, or Baa3 or higher by Moody’s.


 


“IRS”
means the Internal Revenue Service.


 


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


 


“Issuing Bank”
means each of Wells Fargo, Bank of America, N.A., Royal Bank of Canada, Regions Bank and JPMorgan Chase Bank, N.A., in its capacity
as an issuer of Letters of Credit pursuant to Section 2.4.


 


“JPY”,
“Yen” or “¥” means the lawful currency of Japan.


 


“L/C Commitment
Amount” has the meaning given to that term in Section 2.4.(a).


 


“L/C Disbursement”
has the meaning given to that term in Section 3.9.(b).


 


“Lender”
means each financial institution from time to time party hereto as a “Lender” or a “Designated Lender,”
together with its respective successors and permitted assigns, and, as the context requires, includes the Swingline Lender; provided,
however, that the term “Lender” (i) shall exclude each Designated Lender when used in reference to any Loan
other than a Bid Rate Loan, the Revolving Commitments or terms relating to any Loan other than a Bid Rate Loan and shall further
exclude each Designated Lender for all other purposes under the Loan Documents except that any Designated Lender which funds a
Bid Rate Loan shall, subject to Section 13.5.(d), have only the rights (including the rights given to a Lender contained in
Sections 13.2. and 13.9.) and obligations of a Lender associated with holding


 






    - 22 -


     


    

 


such Bid Rate Loan and (ii) except as otherwise
expressly provided herein, shall exclude any Lender (or its Affiliates) in its capacity as a Specified Derivatives Provider.


 


“Lender Parties”
means, collectively, the Administrative Agent, the Lenders, the Issuing Banks, each co-agent or sub-agent appointed by the Administrative
Agent from time to time pursuant to Section 12.2., any other holder from time to time of any of any Obligations and, in each
case, their respective successors and permitted assigns.


 


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


 


“Letter of
Credit” has the meaning given that term in Section 2.4.(a).


 


“Letter of
Credit Collateral Account” means a special deposit account maintained by the Administrative Agent, for the benefit of
the Administrative Agent, the Issuing Banks and the Tranche 1 Revolving Lenders, and under the sole dominion and control of the
Administrative Agent.


 


“Letter of
Credit Documents” means, with respect to any Letter of Credit, collectively, any application therefor, any certificate
or other document presented in connection with a drawing under such Letter of Credit and any other agreement, instrument or other
document governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such
Letter of Credit or (b) any collateral security for any of such obligations.


 


“Letter of
Credit Liabilities” means, without duplication, at any time and in respect of any Letter of Credit (a) the Stated Amount
of such Letter of Credit plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the Borrower at such
time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, (i) a Tranche
1 Revolving Lender (other than a Lender in its capacity as an Issuing Bank of a Letter of Credit) shall be deemed to hold a Letter
of Credit Liability in an amount equal to its participation interest under Section 2.4. in such Letter of Credit, and the Lender
that is the Issuing Bank of such Letter of Credit shall be deemed to hold a Letter of Credit Liability in an amount equal to its
retained interest in such Letter of Credit after giving effect to the acquisition by the Tranche 1 Revolving Lenders (other than
the Lender then acting as the Issuing Bank of such Letter of Credit) of their participation interests under such Section and (ii)
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.


 


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


 


“LIBOR”
means, subject to implementation of a Replacement Rate in accordance with Section 5.2.(c), with respect to any LIBOR Loan
or Foreign Currency Rate Loan described in clause (f) of the definition of “Foreign Currency Rate”, for any Interest
Period, the rate of interest obtained by dividing (i) the rate of interest per annum determined on the basis of the rate for deposits
in Dollars for a period equal to the applicable Interest Period as published by the ICE Benchmark Administration Limited, a United
Kingdom Company, or a comparable or successor quoting service reasonably approved by the Administrative Agent, at approximately
11:00 a.m. (London time) two Business Days prior to the first day of the applicable Interest Period by (ii) a percentage
equal to 1 minus the Eurodollar Reserve Percentage; provided that with respect to any Foreign Currency Rate Loan
described in clause (f) of the definition of “Foreign Currency Rate”, LIBOR shall be determined without dividing the
amount in clause (i) above by


 






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the amount in clause (ii) above (i.e. without reference to the Eurodollar Reserve Percentage). If,
for any reason, the rate referred to in the preceding clause (i) is not so published, then the rate to be used for such clause
(i) shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars
would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Any
change in the Eurodollar Reserve Percentage shall result in a change in LIBOR on the date on which such change in the Eurodollar
Reserve Percentage becomes effective. Notwithstanding the foregoing, (x) in no event shall LIBOR (including, without limitation,
any Replacement Rate with respect thereto) be less than zero and (y) unless otherwise specified in any amendment to this Agreement
entered into in accordance with Section 5.2.(c), in the event that a Replacement Rate with respect to LIBOR is implemented then
all references herein to LIBOR shall be deemed references to such Replacement Rate.


 


“LIBOR Auction”
means a solicitation of Bid Rate Quotes setting forth LIBOR Margin Loans based on LIBOR pursuant to Section 2.3.


 


“LIBOR Loan”
means a Revolving Loan (other than a Foreign Currency Rate Loan) or Term Loan (or any portion thereof) (other than a Base Rate
Loan) bearing interest at a rate based on LIBOR.


 


“LIBOR Margin”
has the meaning given that term in Section 2.3.(c)(ii)(D).


 


“LIBOR Margin
Loan” means a Bid Rate Loan the interest rate on which is determined on the basis of LIBOR pursuant to a LIBOR Auction.


 


“LIBOR Market
Index Rate” means, for any day, LIBOR as of that day that would be applicable for a LIBOR Loan having a one-month Interest
Period determined at approximately 8:00 a.m. Pacific time on such day (rather than 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period as otherwise provided in the definition of “LIBOR”), or if such day
is not a Business Day, the immediately preceding Business Day. The LIBOR Market Index Rate shall be determined on a daily basis.


 


“Lien”
as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed
of trust, assignment of leases and rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease
Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect
of any property of such Person, or upon the income, rents or profits therefrom; and (b) any arrangement, express or implied,
under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same
to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors
of such Person.


 


“Loan”
means a Revolving Loan, a Term Loan, a Bid Rate Loan or a Swingline Loan, as the context may require.


 


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


 


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


 






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“Mandatorily
Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity
Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the
happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests
at the option of the issuer of such Equity Interest), (b) is convertible into or exchangeable or exercisable for Indebtedness or
Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity
Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests), in the case of each
of clauses (a) through (c), on or prior to the latest Termination Date for any Class of Loans.


 


“Material
Acquisition” means any acquisition by the Borrower or any Subsidiary in which the value of the assets acquired exceed
$1,500,000,000.


 


“Material
Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities, financial condition
or results of operations of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower and the other
Loan Parties, taken as a whole, to perform their obligations under the Loan Documents, (c) the validity or enforceability
of any of the Loan Documents, or (d) the rights and remedies, taken as a whole, of the Lenders, the Issuing Banks and the
Administrative Agent under any of the Loan Documents.


 


“Material
Contract” means any contract or other arrangement (other than Loan Documents and Specified Derivatives Contracts), whether
written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance,
cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


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


 


“Mortgage
Receivable” means a promissory note secured by a Mortgage of which the Borrower or a Subsidiary is the holder and retains
the rights of collection of all payments thereunder.


 


“Multiemployer
Plan” means at any time a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any member
of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding six plan years made
contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such six-year period.


 


“MXN”,
“Peso” or “Ps$” means the lawful currency of Mexico.


 


“Negative
Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan
Document or any Specified Derivatives Contract) which prohibits or purports to prohibit the creation or assumption of any Lien
on such asset as security for Indebtedness of the Person owning such asset or any other Person; provided, however,
that any provision of a document, instrument or an agreement that either (a) conditions a Person’s ability to encumber its
assets upon the maintenance of one or more specified ratios or financial tests (including any financial ratio such as a maximum
ratio of unsecured debt to unencumbered assets) that limit such Person’s ability to encumber its assets but that do not generally
prohibit the encumbrance of its assets, or the encumbrance of specific assets


 






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or (b) requires the grant of a Lien to secure Unsecured
Indebtedness if a Lien is granted to secure the Obligations or other Unsecured Indebtedness of such Person, shall not constitute
a “Negative Pledge”.


 


“Net Operating
Income” or “NOI” means, for any Property and for a given period, the sum (without duplication) of
(a) rents and other revenues received in the ordinary course from such Property (excluding pre-paid rents and revenues and
security deposits except to the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all
expenses paid or accrued by the Borrower and its Subsidiaries and related to the ownership, operation or maintenance of such Property
(other than those expenses normally covered by a management fee), including but not limited to, taxes, assessments and the like,
insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative
expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection
with such Property, but specifically excluding depreciation and general overhead expenses of the Borrower and its Subsidiaries)
minus (c) the Reserve for Replacements for such Property for such period minus (d) the greater of (i) the
actual property management fee paid during such period with respect to such Property and (ii) an imputed management fee in
an amount equal to 1% of the gross revenues for such Property for such period, all as determined in accordance with GAAP.


 


“NOK”
or “Norwegian Krone” means the lawful currency of Norway.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of
all or all affected Lenders (or all Lenders of a Class or all affected Lenders of a Class) in accordance with the terms of Section 13.6.
and (b) has been approved by the Requisite Lenders and, in the case of amendments that require the approval of all or all
affected Lenders of a particular Class, Requisite Class Lenders of such Class.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Nonrecourse
Indebtedness” means, with respect to a Person, (a) Indebtedness for borrowed money in respect of which recourse for payment
(except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive
involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets
of such Person encumbered by a Lien securing such Indebtedness and (b) if such Person is a Single Asset Entity, any Indebtedness
for borrowed money of such Person.


 


“Note”
means a Revolving Note, Term Note, a Bid Rate Note or a Swingline Note, as the context may require.


 


“Notice of
Continuation” means a notice substantially in the form of Exhibit F (or such other form reasonably acceptable to
the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant
to Section 2.10. evidencing the Borrower’s request for the Continuation of a LIBOR Loan or Foreign Currency Rate Loan.


 


“Notice of
Conversion” means a notice substantially in the form of Exhibit G (or such other form reasonably acceptable to the
Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant
to Section 2.11. evidencing the Borrower’s request for the Conversion of a Loan from one Type to another Type.


 


“Notice of
Revolving Borrowing” means a notice substantially in the form of Exhibit H (or such other form reasonably acceptable
to the Administrative Agent and containing the information required in


 






    - 26 -


     


    

 


such Exhibit) to be delivered to the Administrative Agent
pursuant to Section 2.1.(b) evidencing the Borrower’s request for a borrowing of Revolving Loans.


 


“Notice of
Swingline Borrowing” means a notice substantially in the form of Exhibit I (or such other form reasonably acceptable
to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent
and the Swingline Lender pursuant to Section 2.5.(b) evidencing the Borrower’s request for a Swingline Loan.


 


“NZD”
or “New Zealand Dollar” means the lawful currency of New Zealand.


 


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


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Off-Balance
Sheet Obligations” means, with respect to a Person: (a) obligations of such Person in respect of any financing transaction
or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such
Person has sold, conveyed or otherwise transferred, or granted a security interest in, accounts, payments, receivables, rights
to future lease payments or residuals or similar rights to payment to a special purpose Subsidiary or Affiliate of such Person;
(b) obligations of such Person under a sale and leaseback transaction that does not create a liability on the balance sheet
of such Person; (c) obligations of such Person under any so-called “synthetic” lease transaction; (d) obligations
of such Person under any other transaction which is the functional equivalent of, or takes the place of, a borrowing but which
does not constitute a liability on the balance sheet of such Person; and (e) in the case of the Borrower, liabilities and
obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as
defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose
in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the
Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the SEC.


 


“Original
Credit Agreement” means that certain Credit Agreement, dated as of June 30, 2015 by and among the Borrower, certain of
the Existing Lenders, the Administrative Agent and certain other parties thereto.


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance,


 






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enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 5.6.).


 


“Ownership
Share” means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated
Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed
as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic
interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable
provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement,
joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.


 


“Participant”
has the meaning given that term in Section 13.5.(d).


 


“Participant
Register” has the meaning given that term in Section 13.5.(d).


 


“Participating
Member State” means each state so described in any EMU Legislation.


 


“Patriot Act”
means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute.


 


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


 


“Permitted
Liens” means, with respect to any Unencumbered Asset owned by a Person, (a) Liens securing taxes, assessments and
other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of
ERISA or pursuant to any Environmental Laws) or property owner association or similar entity or the claims of materialmen, mechanics,
carriers, warehousemen, repairmen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business,
which are not at the time delinquent or required to be paid or discharged under Section 8.6.; (b) Liens consisting of
deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workmen’s
compensation, unemployment insurance or other social security or other similar Applicable Laws; (c) Liens consisting of encumbrances
in the nature of covenants, conditions, zoning restrictions, easements, encroachments, variations, rights of way and rights or
restrictions on the use of real property, which do not materially detract from the value of such property or impair the use thereof
in the business of such Person; (d) the rights of tenants under leases or subleases and the rights of managers or operators
with respect to real or personal property made in the ordinary course of business, in each case, not interfering with the ordinary
conduct of business of such Person; (e) Liens in favor of the Administrative Agent for the benefit of the Lenders; (f) Liens
in favor of the Borrower or a Guarantor; (g) any option, contract or other agreement to sell an asset provided such sale is otherwise
permitted by this Agreement; and (h) with respect to any Property, any attachment or judgment Lien on such Property arising
from a judgment or order against such Person by any court or other tribunal so long as (i) such judgment or order is paid,
stayed or dismissed through appropriate appellate proceedings on or before 60 days from the date of entry and (ii) the amount
thereof is equal to or less than $1,000,000.


 


“Person”
means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company,
limited liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other
organization, whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.


 






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


 


“Post-Default
Rate” means, in respect of any principal of any Class of Loans, the interest rate otherwise applicable to such Class
of Loans plus an additional two percent (2.0%) per annum and with respect to any other Obligation, a rate per annum equal
to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are Base Rate Loans
plus two percent (2.0%).


 


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


 


“Prime Rate”
means, at any time, the rate of interest per annum publicly announced from time to time by the Lender then acting as the Administrative
Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change
in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Lender acting as Administrative
Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers
or other banks.


 


“Principal
Office” means the office of the Administrative Agent located at 600 South 4th Street, 8th Floor, Minneapolis, Minnesota
55415, or any other subsequent office that the Administrative Agent shall have specified as the Principal Office by written notice
to the Borrower and the Lenders.


 


“Property”
means, with respect to any Person, any parcel of real property, together with any building, facility, structure, equipment or other
asset located on such parcel of real property, in each case owned by such Person.


 


“Pro Rata
Share” means, as to each Lender, the ratio, expressed as a percentage of (a) (i) the aggregate amount of such Lender’s
Revolving Commitments plus (ii) the aggregate amount of such Lender’s outstanding Term Loans to (b) (i) the aggregate
amount of the Revolving Commitments of all Lenders plus (ii) the aggregate principal amount of all outstanding Term Loans;
provided, however, that if at the time of determination the Revolving Commitments have been terminated or reduced
to zero, the “Pro Rata Share” of each Lender shall be the ratio, expressed as a percentage of (A) the sum of the aggregate
principal amount of all outstanding Loans and Letter of Credit Liabilities owing to such Lender as of such date to (B) the sum
of the aggregate unpaid principal amount of all outstanding Loans and Letter of Credit Liabilities of all Lenders as of such date.
If at the time of determination the Revolving Commitments have been terminated or reduced to zero and there are no outstanding
Loans or, in the case of the Tranche 1 Revolving Commitments, Letter of Credit Liabilities, then the Pro Rata Shares of the Lenders
shall be determined as of the most recent date on which Revolving Commitments were in effect or Loans or, in the case of the Tranche
1 Revolving Commitments, Letters of Credit Liabilities were outstanding. For purposes of this definition, a Tranche 1 Revolving
Lender shall be deemed to hold a Swingline Loan or a Letter of Credit Liability to the extent such Tranche 1 Revolving Lender has
acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of
such participation.


 


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


 






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“QFC Credit
Support” has the meaning given that term in Section 13.21.


 


“Qualified
Plan” means a Benefit Arrangement that is intended to be tax-qualified under Section 401(a) of the Internal Revenue
Code.


 


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


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.


 


“Recurring
Capital Expenditures” means mandatory and recurring landlord capital expenditures made in respect of a Property for maintenance
of such Property and replacement of items that have a limited useful life. “Recurring Capital Expenditures” for a period
shall also include “Leasing Costs and Commissions” as set forth in the Borrower’s statement of “Adjusted
Funds From Operations” for such period.


 


“Register”
has the meaning given that term in Section 13.5.(c).


 


“Regulatory
Change” means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including
without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such
date of any interpretation, directive or request applying to a class of banks, including such Lender, of or under any Applicable
Law (whether or not having the force of law) by any Governmental Authority or monetary authority charged with the interpretation
or administration thereof or compliance by any Lender with any request or directive regarding capital adequacy or liquidity. Notwithstanding
anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines or directives thereunder or issued in connection therewith and (b) 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 “Regulatory Change”, regardless of the date enacted, adopted or issued.


 


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


 


“REIT”
means a “real estate investment trust” under Sections 856 through 860 of the Internal Revenue Code.


 


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


 


“Replacement
Rate” has the meaning assigned thereto in Section 5.2.(c).


 


“Requisite
Class Lenders” means, with respect to a Class of Lenders as of any date of determination, (a) with respect to the
Revolving Lenders of a Class, Lenders of such Class having more than 50.0% of the aggregate amount of the Revolving Commitments
of such Class, or (b) with respect to (i) the Revolving Lenders of a Class, if the Revolving Commitments have been terminated or
reduced to zero or (ii) any Class of Term Loans, Lenders of such Class holding more than 50.0% of the principal amount of the aggregate
outstanding Loans of such Class, and in the case of Tranche 1 Revolving Lenders, outstanding Letter of Credit Liabilities and Swingline
Loans; provided that (i) in determining such


 






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percentage at any given time, all then existing Defaulting Lenders of
such Class will be disregarded and excluded, and (ii) at all times when two or more Lenders (excluding Defaulting Lenders)
of such Class are party to this Agreement, the term “Requisite Class Lenders” shall in no event mean less than two
Lenders of such Class. For purposes of this definition, a Tranche 1 Revolving Lender shall be deemed to hold a Swingline Loan or
a Letter of Credit Liability to the extent such Lender has acquired a participation therein under the terms of this Agreement and
has not failed to perform its obligations in respect of such participation.


 


“Requisite
Lenders” means, as of any date, (a) Lenders having more than 50.0% of the aggregate amount of the Revolving Commitments
and the outstanding Term Loans of all Lenders, or (b) if the Revolving Commitments have been terminated or reduced to zero,
Lenders holding more than 50.0% of the principal amount of the aggregate outstanding Loans and Letter of Credit Liabilities; provided
that (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded,
and (ii) at all times when two or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Requisite
Lenders” shall in no event mean less than two Lenders. For purposes of this definition, a Tranche 1 Revolving Lender shall
be deemed to hold a Swingline Loan or a Letter of Credit Liability to the extent such Lender has acquired a participation therein
under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.


 


“Reserve
for Replacements” means, for any period and with respect to any Property, an amount equal to the greater of (a)(i) the
aggregate square footage of all completed space of such Property times (ii) $0.10 times (iii) the number
of days in such period divided by (iv) 365 and (b) the amount of Recurring Capital Expenditures actually
made in respect of such Property during such period. If the term Reserve for Replacements is used without reference to any specific
Property, then it shall be determined on an aggregate basis with respect to all Properties of the Borrower and its Subsidiaries
and the applicable Ownership Shares of all real property of all Unconsolidated Affiliates of the Borrower.


 


“Responsible
Officer” means with respect to the Borrower or any Subsidiary, the chief executive officer, the chief financial officer
and chief operating officer of the Borrower or such Subsidiary.


 


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


 


“Revaluation
Date” means (a) with respect to any Foreign Currency Rate Loan, the last day of each Interest Period of such Loan and
(b) such additional dates as the Administrative Agent, the Swingline Lender or any Issuing Bank shall reasonably determine or the
Requisite Class Lenders shall reasonably require.


 


“Revolving
Commitment” means a Tranche 1 Revolving Commitment or a Tranche 2 Revolving Commitment.


 


“Revolving
Commitment Percentage” means a Tranche 1 Revolving Commitment Percentage or a Tranche 2 Revolving Commitment Percentage.


 


“Revolving
Lender” means a Tranche 1 Revolving Lender or a Tranche 2 Revolving Lender.


 






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“Revolving
Loan” means a Tranche 1 Revolving Loan or a Tranche 2 Revolving Loan.


 


“Revolving
Note” means a Tranche 1 Revolving Note or a Tranche 2 Revolving Note.


 


“Revolving
Termination Date” means March 24, 2023, or such later date to which the Revolving Termination Date may be extended pursuant
to Section 2.14.


 


“Same Day
Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect
to disbursements and payments in any Foreign Currency, same day or other funds as may be determined by the Administrative Agent
to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant
Currency.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is, or whose government is, the subject or target of
any Sanctions.


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any
Governmental Authority of the United States of America, including without limitation, OFAC or the U.S. Department of State, or
by the United Nations Security Council, the European Union, any member state of the European Union or Her Majesty’s Treasury,
(b) any Person located, operating, organized or resident in a Sanctioned Country, (c) an agency of the government of
a Sanctioned County or (d) any Person majority-owned or Controlled by any Person or agency described in any of the preceding clauses (a)
through (c).


 


“Sanctions”
means any sanctions or trade embargoes imposed, administered or enforced by any Governmental Authority of the United States of
America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security Council, the European
Union, any member state of the European Union or Her Majesty’s Treasury.


 


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


 


“Secured Indebtedness”
means, with respect to a Person as of a given date, the aggregate principal amount of all Indebtedness of such Person outstanding
on such date that is secured in any manner by any Lien on any property of such Person and, in the case of the Borrower, shall include
(without duplication) the Borrower’s Ownership Share of the Secured Indebtedness of its Unconsolidated Affiliates. Indebtedness
of the Borrower or a Subsidiary secured solely by a pledge of Equity Interests in one or more Subsidiaries shall not be treated
as Secured Indebtedness but shall be treated as Unsecured Indebtedness.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.


 


“SEK”
or “Swedish Krona” means the lawful currency of Sweden.


 


“SGD”,
“Singapore Dollars” or “S$” means the lawful currency of Singapore.


 


“Single Asset
Entity” means a Person (other than an individual) that (a) only owns a single Property; (b) is engaged only in the business
of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property.
In addition, if the assets of a Person consist solely of (i) Equity Interests in one or more other Single Asset Entities that collectively
own a single


 






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Property and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other
Single Asset Entities, such Person shall also be deemed to be a Single Asset Entity for purposes hereof.


 


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


 


“Specified
Derivatives Contract” means any Derivatives Contract that is made or entered into at any time, or in effect at any time
now or hereafter, whether as a result of an assignment or transfer or otherwise, between or among any Loan Party and any Specified
Derivatives Provider, and which was not prohibited by any of the Loan Documents when made or entered into.


 


“Specified
Derivatives Provider” means any Person that (a) at the time it enters into a Specified Derivatives Contract with a Loan
Party, is a Lender or an Affiliate of a Lender or (b) at the time it (or its Affiliate) becomes a Lender (including on the Effective
Date), is a party to a Specified Derivatives Contract with a Loan Party, in each case in its capacity as a party to such Specified
Derivatives Contract.


 


“Spot Rate”
for a Foreign Currency means the rate that appears on the relevant screen page on Bloomberg’s (Screen FXC) for cross currency
rates with respect to such currency two Business Days prior to the date on which the foreign exchange computation is made;
provided that if such page ceases to be available, such other page for the purpose of displaying cross currency rates as
the Administrative Agent may determine, in its reasonable discretion.


 


“S&P”
means S&P Global Ratings, a division of S&P Global, Inc.


 


“Stated Amount”
means the amount available to be drawn by a beneficiary under a Letter of Credit from time to time, as such amount may be increased
or reduced from time to time in accordance with the terms of such Letter of Credit.


 


“Statutory
Reserve Rate” means, with respect to any Foreign Currency, a fraction (expressed as a decimal), (a) the numerator of
which is the number one, and (b) the denominator of which is the number one minus the aggregate of the maximum reserve, liquid
asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements)
established by any central bank, monetary authority, the Financial Services Authority, the European Central Bank or other Governmental
Authority for any category of deposits or liabilities customarily used to fund loans in such currency, expressed in the case of
each such requirement as a decimal. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date
of any change in any reserve, liquid asset or similar requirement.


 


“Subsidiary”
means, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of
the Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other individuals
performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the
occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries
of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which
are consolidated with those of such Person pursuant to GAAP.


 






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“Substantial
Amount” means, at the time of determination thereof, an amount equal to 25% of Gross Asset Value at such time.


 


“Supported
QFC” has the meaning given that term in Section 13.21.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Swingline
Commitment” means each Swingline Lender’s obligation to make Swingline Loans pursuant to Section 2.5. in an amount
up to, but not exceeding the amount set forth in the first sentence of Section 2.5.(a), as such amount may be reduced from time
to time in accordance with the terms hereof.


 


“Swingline
Lender” means each of Wells Fargo, Bank of America, N.A., Royal Bank of Canada, Regions Bank and JPMorgan Chase Bank,
N.A., in each case together with its successors and assigns, or any of them as the context may require.


 


“Swingline
Loan” means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.5.


 


“Swingline
Maturity Date” means the date which is 5 Business Days prior to the Revolving Termination Date.


 


“Swingline
Note” means a promissory note of the Borrower substantially in the form of Exhibit L, payable to a Swingline Lender
in a principal amount equal to the amount of the Swingline Commitment of such Swingline Lender as originally in effect and otherwise
duly completed.


 


“Tau”
means Tau Operating Partnership, L.P., a limited partnership formed under the law of the State of Delaware.


 


“Taxable REIT
Subsidiary” means any corporation (other than a REIT) in which the Borrower directly or indirectly owns stock and the
Borrower and such corporation jointly elect on IRS Form 8875 (or with respect to which IRS Form 8875 is otherwise filed with the
IRS) to have the corporation treated as a taxable REIT subsidiary of Borrower under Section 856(l) of the Internal Revenue Code.
For purposes of this Agreement, any Subsidiary of a Taxable REIT Subsidiary that is disregarded as an entity for United States
federal income tax purposes (a “Deemed Taxable REIT Subsidiary”) shall not be treated as an entity separate from such
Taxable REIT Subsidiary but shall instead be deemed to be the same entity as such Taxable REIT Subsidiary.


 


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


 


“Term Loan”
means a Tranche A Term Loan or a Tranche B Term Loan.


 


“Term Loan
Lender” means a Tranche A Term Loan Lender or a Tranche B Term Loan Lender.


 


“Term Loan
Maturity Date” means, (a) with respect to the Tranche A Term Loans, June 30, 2020 and (b) with respect to the Tranche
B Term Loans, March 24, 2024.


 


“Term Note”
means a Tranche A Term Loan Note or a Tranche B Term Loan Note.


 






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“Termination
Date” means (a) with respect to the Revolving Loans and Revolving Commitments, the Revolving Termination Date and (b)
with respect to a Class of Term Loans, the applicable Term Loan Maturity Date.


 


“TIIE Rate”
means, for any Interest Period with respect to a Foreign Currency Rate Loan denominated in Pesos, the rate per annum equal to the
Interbank Equilibrium Interest Rate, or a comparable or successor rate that is approved by the Administrative Agent, as published
by Banco de Mexico in the Federation’s Official Gazette (or such other commercially available source providing such quotations
as may be designated by the Administrative Agent from time to time) at or about 2:00 p.m. (Mexico City, Mexico time) with a term
equivalent to the applicable Interest Period. If the TIIE Rate for any Interest Period shall be less than zero, such rate shall
be deemed to be zero for such Interest Period for all purposes of this Agreement.


 


“Titled Agent”
has the meaning given that term in Section 12.9.


 


“Total Liabilities”
means, as to any Person as of a given date, all liabilities which would, in conformity with GAAP, be properly classified as a liability
on a consolidated balance sheet of such Person as of such date, and in any event shall include (without duplication): (a) all
Indebtedness of such Person (whether or not Nonrecourse Indebtedness and whether or not secured by a Lien), including without limitation,
Capitalized Lease Obligations and reimbursement obligations with respect to any letter of credit (to the extent drawn and not reimbursed);
(b) [reserved]; (c) all purchase and repurchase obligations and forward commitments of such Person to the extent such
obligations or commitments are evidenced by a binding purchase agreement (forward commitments shall (x) include without limitation
(i) forward equity commitments and (ii) commitments to purchase any real property under development, redevelopment or
renovation but (y) exclude any agreement, commitment or arrangement for the sale of Equity Interests issued by the Borrower at
a future date that could be discharged solely by (A) delivery of the Borrower’s Equity Interests (other than Mandatorily
Redeemable Stock), or, (B) solely at the Borrower’s option made at any time, payment of the net cash value of such Equity
Interests at the time, irrespective of the form or duration of such agreement, commitment or arrangement; provided, however,
that during the period of time, if any, following an election by the Borrower to pay the net cash value of such Equity Interest
and prior to payment of such net cash value, the obligation to pay such net cash value shall be included as “Total Liabilities”
hereunder (it being understood and agreed that the amount of such Total Liabilities shall be calculated based on the closing price
of the Borrower’s Equity Interests on the date of such election, irrespective of the market price of the Borrower’s
Equity Interests at any time following such election, including at the time of payment)); (d) [reserved]; (e) [reserved];
(f) all contingent obligations of such Person including, without limitation, all Guarantees of Indebtedness by such Person;
(g) all liabilities of any Unconsolidated Affiliate of such Person, which liabilities such Person has Guaranteed or is otherwise
obligated on a recourse basis; and (h) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate
of such Person, including Nonrecourse Indebtedness of such Person. Accounts payable and accrued expenses shall be excluded from
Total Liabilities. For purposes of clause (c) of this definition, the amount of Total Liabilities of a Person at any given time
in respect of (x) a contract to purchase or otherwise acquire unimproved or fully developed real property shall be equal to
(i) the total purchase price payable by such Person under such contract if, at such time, the seller of such real property
would be entitled to specifically enforce such contract against such Person, otherwise, (ii) the aggregate amount of due diligence
deposits, earnest money payments and other similar payments made by such Person under such contract which, at such time, would
be subject to forfeiture upon termination of the contract and (y) a contract relating to the acquisition of real property
which the seller is required to develop or renovate prior to, and as a condition precedent to, such acquisition, shall equal the
maximum amount reasonably estimated to be payable by such Person under such contract assuming performance by the seller of its
obligations under such contract, which amount shall include, without limitation, any amounts payable after


 






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consummation of such
acquisition which may be based on certain performance levels or other related criteria. For purposes of this definition, if the
assets of a Subsidiary of a Person consist solely of Equity Interests in one Unconsolidated Affiliate of such Person and such Person
is not otherwise obligated in respect of the Indebtedness of such Unconsolidated Affiliate, then only such Person’s Ownership
Share of the Indebtedness of such Unconsolidated Affiliate shall be included as Total Liabilities of such Person. Notwithstanding
the use of GAAP, the calculation of Total Liabilities shall not include any fair value adjustments to the carrying value of liabilities
to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly
known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities
to elect fair value option for financial liabilities.


 


“Tranche A
Term Loan” means a term loan made to the Borrower pursuant to the Original Credit Agreement and maintained under this
Agreement pursuant to Section 2.2.(a).


 


“Tranche A
Term Loan Lender” means a Lender holding a Tranche A Term Loan.


 


“Tranche A
Term Loan Note” means a promissory note of the Borrower substantially in the form of Exhibit M, payable to a Tranche
A Term Loan Lender in a principal amount equal to the amount of such Tranche A Term Loan Lender’s Tranche A Term Loans.


 


“Tranche B
Term Loan” means a term loan made to the Borrower pursuant to the Existing Credit Agreement and maintained under this
Agreement pursuant to Section 2.2.(b).


 


“Tranche B
Term Loan Lender” means a Lender holding a Tranche B Term Loan.


 


“Tranche B
Term Loan Note” means a promissory note of the Borrower substantially in the form of Exhibit N, payable to a Tranche
B Term Loan Lender in a principal amount equal to the amount of such Tranche B Term Loan Lender’s Tranche B Term Loans.


 


“Tranche 1
Currency” means (a) Dollars, (b) AUD, (c) GBP, (d) CAD, (e) CHF and (f) EUR.


 


“Tranche 1
Revolving Commitment” means, as to each Tranche 1 Revolving Lender (other than the Swingline Lender), such Tranche 1
Revolving Lender’s obligation to make Tranche 1 Revolving Loans pursuant to Section 2.1.(a)(i), to issue (in the case
of an Issuing Bank) and to participate (in the case of the other Tranche 1 Revolving Lenders) in Letters of Credit pursuant to
Section 2.4.(i), and to participate in Swingline Loans pursuant to Section 2.5.(e), in an amount up to, but not exceeding
the amount set forth for such Tranche 1 Revolving Lender on Schedule I as such Tranche 1 Revolving Lender’s “Tranche
1 Revolving Commitment Amount” or as set forth in the applicable Assignment and Assumption, or agreement executed by a Person
becoming a Tranche 1 Revolving Lender pursuant to Section 2.17., as the same may be reduced from time to time pursuant to
Section 2.13. or increased or reduced as appropriate to reflect any assignments to or by such Tranche 1 Revolving Lender effected
in accordance with Section 13.5. or increased as appropriate to reflect any increase effected in accordance with Section 2.17.


 


“Tranche 1
Revolving Commitment Percentage” means, as to each Lender with a Tranche 1 Revolving Commitment, the ratio, expressed
as a percentage, of (a) the amount of such Lender’s Tranche 1 Revolving Commitment to (b) the aggregate amount of the Tranche
1 Revolving Commitments of all Tranche 1 Revolving Lenders; provided, however, that if at the time of determination
the Revolving Commitments have been terminated or reduced to zero, the “Tranche 1 Revolving Commitment Percentage”
of each Lender with a Tranche 1 Revolving Commitment shall be the “Tranche 1 Revolving Commitment Percentage” of such
Lender in effect immediately prior to such termination or reduction.


 






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“Tranche 1
Revolving Credit Exposure” means, as to any Tranche 1 Revolving Lender at any time, the aggregate principal amount at
such time of its outstanding Tranche 1 Revolving Loans and such Tranche 1 Revolving Lender’s participation in Letter of Credit
Liabilities and Swingline Loans at such time.


 


“Tranche 1
Revolving Lender” means a Lender having a Tranche 1 Revolving Commitment, or if the Revolving Commitments have been terminated
or reduced to zero, holding any Tranche 1 Revolving Loans or Letter of Credit Liabilities.


 


“Tranche 1
Revolving Loan” means a loan made by a Tranche 1 Revolving Lender to the Borrower pursuant to Section 2.1.(a)(i).


 


“Tranche 1
Revolving Note” means a promissory note of the Borrower substantially in the form of Exhibit J, payable to a Tranche
1 Revolving Lender in a principal amount equal to the amount of such Lender’s Tranche 1 Revolving Commitment.


 


“Tranche 2
Currency” means (a) Dollars, (b) AUD, (c) GBP, (d) CAD, (e) CHF, (f) EUR, (g) HKD, (h) SGD, (i) DKK, (j) JPY, (k)
MXN, (l) NZD, (m) NOK and (n) SEK.


 


“Tranche 2
Revolving Commitment” means, as to each Tranche 2 Revolving Lender, such Tranche 2 Revolving Lender’s obligation
to make Tranche 2 Revolving Loans pursuant to Section 2.1.(a)(ii) in an amount up to, but not exceeding the amount set forth
for such Tranche 2 Revolving Lender on Schedule I as such Tranche 2 Revolving Lender’s “Tranche 2 Revolving Commitment
Amount” or as set forth in the applicable Assignment and Assumption, as the same may be reduced from time to time pursuant
to Section 2.13. or increased or reduced as appropriate to reflect any assignments to or by such Tranche 2 Revolving Lender
effected in accordance with Section 13.5.


 


“Tranche 2
Revolving Commitment Percentage” means, as to each Lender with a Tranche 2 Revolving Commitment, the ratio, expressed
as a percentage, of (a) the amount of such Lender’s Tranche 2 Revolving Commitment to (b) the aggregate amount of the Tranche
2 Revolving Commitments of all Tranche 2 Revolving Lenders; provided, however, that if at the time of determination
the Revolving Commitments have been terminated or reduced to zero, the “Tranche 2 Revolving Commitment Percentage”
of each Lender with a Tranche 2 Revolving Commitment shall be the “Tranche 2 Revolving Commitment Percentage” of such
Lender in effect immediately prior to such termination or reduction.


 


“Tranche 2
Revolving Credit Exposure” means, as to any Tranche 2 Revolving Lender at any time, the aggregate principal amount at
such time of its outstanding Tranche 2 Revolving Loans.


 


“Tranche 2
Revolving Lender” means a Lender having a Tranche 2 Revolving Commitment, or if the Revolving Commitments have been terminated
or reduced to zero, holding any Tranche 2 Revolving Loans.


 


“Tranche 2
Revolving Loan” means a loan made by a Tranche 2 Revolving Lender to the Borrower pursuant to Section 2.1.(a)(ii).


 


“Tranche 2
Revolving Note” means a promissory note of the Borrower substantially in the form of Exhibit K, payable to a Tranche
2 Revolving Lender in a principal amount equal to the amount of such Lender’s Tranche 2 Revolving Commitment.


 


“Treasury
Estates Portfolio” means the Properties comprised of vineyard properties as well as the winery, production, retail and
visitor center buildings of both the Sterling Vineyards winery and the


 






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Beaulieu Vineyards (BV) winery, acquired by the Borrower
and its Subsidiaries from Treasury Wine Estates (as successor to Diageo Chateau & Estate Wine Company).


 


“Type”
with respect to any Revolving Loan or Term Loan, refers to whether such Loan or portion thereof is a LIBOR Loan, a Base Rate Loan
or a Foreign Currency Rate Loan.


 


“UCC”
means the Uniform Commercial Code as in effect in any applicable jurisdiction.


 


“Unconsolidated
Affiliate” means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment
is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would
not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.


 


“Unencumbered
Asset” means a Property which satisfies all of the following requirements: (a) such Property is owned in fee simple,
or leased under an Eligible Ground Lease, by (i) the Borrower, (ii) a Guarantor which is not an Unconsolidated Affiliate and of
which the Borrower directly or indirectly owns and controls at least 51% of the issued and outstanding Equity Interests of such
Guarantor or (iii) a Subsidiary of which the Borrower directly or indirectly owns and controls at least 85% of the issued and outstanding
Equity Interests of such Subsidiary; (b) such Property is a retail, office, industrial, manufacturing or distribution Property,
or is the Treasury Estates Portfolio, and is leased to third party tenants on a net lease basis; (c) if such Property is owned
by a Subsidiary that is not a Guarantor, such Subsidiary has not incurred, acquired or suffered to exist any Indebtedness other
than (i) Nonrecourse Indebtedness, (ii) Indebtedness that does not constitute Nonrecourse Indebtedness not to exceed 5% of
the Unencumbered Asset Value of such Subsidiary in the aggregate at any time outstanding, (iii) Indebtedness owed to the Borrower
or a Guarantor and (iv) Indebtedness owed to a Subsidiary (x) which would be permitted under this definition of “Unencumbered
Asset” (including, without limitation, under this clause (c)) to own an Unencumbered Asset and (y) the Properties of which
would qualify as Unencumbered Assets; (d) regardless of whether such Property is owned by the Borrower or a Subsidiary, the
Borrower has the right directly, or indirectly through a Subsidiary, to take the following actions without the need to obtain the
consent of any Person: (i) to create Liens on such Property as security for Indebtedness of the Borrower or such Subsidiary,
as applicable, and (ii) to sell, transfer or otherwise dispose of such Property; (e) neither such Property, nor if such
Property is owned by a Subsidiary, any of the Borrower’s direct or indirect ownership interest in such Subsidiary, is subject
to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge; and (f) such Property is free of all structural
defects, title defects and environmental conditions except for such defects or conditions individually or collectively which do
not materially adversely affect the profitable operation of such Property; provided that no Property owned by (A) Crest
Net Lease, Inc., (B) any Deemed Taxable REIT Subsidiary of Crest Net Lease, Inc., (C) ARCT TRS Corp., (D) any Deemed Taxable REIT
Subsidiary of ARCT TRS Corp., (E) any Taxable REIT Subsidiary (in addition to Crest Net Lease, Inc., and ARCT TRS Corp.) that is
designated by the Borrower pursuant to Section 8.14. hereof to not become a Guarantor hereunder or (F) any Deemed Taxable
REIT Subsidiary of a Taxable REIT Subsidiary identified in the foregoing clause (E) shall be included as an Unencumbered Asset
hereunder. Notwithstanding the foregoing, any Property approved by the Requisite Lenders shall be deemed to be an Unencumbered
Asset even if such Property does not satisfy all of the requirements herein, so long as such Property continues to satisfy all
those remaining requirements in this definition that were satisfied by such Property at the time of such Requisite Lender approval.


 


“Unencumbered
Asset Certificate” means a report, certified by the chief financial officer of the Borrower in the manner provided for
in Exhibit O, setting forth the calculations required to establish Unencumbered Asset Value as of a specified date, all in
form and detail reasonably satisfactory to the Administrative Agent.


 






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“Unencumbered
Asset Value” means, at any time, the sum (without duplication) of (a)(i) the Net Operating Income of all Unencumbered
Assets (excluding (A) Development Properties and (B) any Unencumbered Asset that has a negative Net Operating Income for such
period) for the period of four consecutive fiscal quarters of the Borrower most recently ended divided by (ii) the
Capitalization Rate, plus (b) the current GAAP book value of all Development Properties that are Unencumbered Assets
plus (c) the GAAP book value (exclusive of accumulated depreciation) of the corporate headquarters of the Borrower located at
11975/11995 El Camino Real, San Diego, California 92130 so long as the Borrower or a Subsidiary owns such Property and such Property
would qualify as an Unencumbered Asset except for clause (b) of the definition thereof. If an Unencumbered Asset (other than a
Development Property) was acquired by the Borrower or a Subsidiary during the period of four consecutive fiscal quarters of the
Borrower most recently ended, then the Net Operating Income from such Unencumbered Asset shall be excluded from determination
of Unencumbered Asset Value and Unencumbered Asset Value shall be increased by an amount equal to the purchase price paid by the
Borrower or any Subsidiary for such Unencumbered Asset (less any amounts paid to the Borrower or such Subsidiary as a purchase
price adjustment, held in escrow, retained as a contingency reserve, or in connection with other similar arrangements). To the
extent that Unencumbered Assets leased pursuant to ground leases would, in the aggregate, account for more than 10.0% of Unencumbered
Asset Value, such excess shall be excluded. To the extent that Development Properties would, in the aggregate, account for more
than 10.0% of Unencumbered Asset Value, such excess shall be excluded. To the extent that Unencumbered Assets that are not located
in a state of the United States of America or the District of Columbia would, in the aggregate account for more than 10.0% of
Unencumbered Asset Value, such excess shall be excluded. In the event that a Property meets the definition of Unencumbered Asset
by way of its owner becoming a Guarantor as provided for in clause (a)(ii) of the definition of Unencumbered Asset (which Guarantor
is not a Subsidiary for which the Borrower directly or indirectly owns and controls at least 85% of its issued and outstanding
Equity Interests), then to the extent that such Unencumbered Assets (excluding any Unencumbered Assets owned directly or indirectly
by Tau or Realty Income, LP) would account for more than 10.0% of Unencumbered Asset Value, such excess shall be excluded.


 


“Unimproved
Land” means land on which no development (other than improvements that are not material and are temporary in nature)
has occurred.


 


“Unrestricted
1031 Cash” means the aggregate amount of cash of the Borrower, each Guarantor and each Subsidiary that is held in escrow
in connection with the completion of “like-kind” exchanges being effected in accordance with Section 1031 of the Internal
Revenue Code.


 


“Unsecured
Indebtedness” means, with respect to a Person, Indebtedness of such Person that is not Secured Indebtedness.


 


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


 


“U.S. Special
Resolution Regimes” has the meaning given that term in Section 13.21.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 3.10.(g)(ii)(B)(III).


 


“Wells Fargo”
means Wells Fargo Bank, National Association, and its successors and assigns.


 


“Wholly Owned
Subsidiary” means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the case
of a corporation, directors’ qualifying shares) are at the time directly


 






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or indirectly owned or controlled by such Person
or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.


 


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


 


“Withholding
Agent” means (a) the Borrower, (b) any other Loan Party and (c) the Administrative Agent, as applicable.


 


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


 


Section 1.2.
General; References to Pacific Time.


 


Unless otherwise indicated,
all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP as in effect as of the
Existing Agreement Date. References in this Agreement to “Sections”, “Articles”, “Exhibits”
and “Schedules” are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. references
in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments
thereto, (b) except as expressly provided otherwise in any Loan Document, shall include all documents, instruments or agreements
issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument or
agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified from time to time to
the extent not otherwise stated herein or prohibited hereby and in effect at any given time. Except as expressly provided otherwise
in any Loan Document, (i) any reference to any law shall include all statutory and regulatory provisions consolidating, amending,
replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such
law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time and (ii) any reference to
any Person shall be construed to include such Person’s permitted successors and permitted assigns. 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”. The word “or”
has the inclusive meaning represented by the phrase “and/or”. Wherever from the context it appears appropriate, each
term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine
or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference
to “Subsidiary” means a Subsidiary of the Borrower or a Subsidiary of such Subsidiary, a reference to “Unconsolidated
Affiliate” means an Unconsolidated Affiliate of the Borrower and a reference to an “Affiliate” means an Affiliate
of the Borrower. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only,
and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references
to Pacific time daylight or standard, as applicable.


 


Section 1.3.
Rates.


 


The Administrative
Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission
or any other matter related to the rates in the definitions of “LIBOR”, “CDOR Rate”, “TIIE Rate”
and “Foreign Currency Rate”.


 






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Section 1.4.
Exchange Rates; Currency Equivalents.


 


(a)        The
Administrative Agent shall determine the Spot Rate for a given Foreign Currency as of each date of borrowing or Revaluation Date
for a given Foreign Currency, as applicable, to be used for calculating the Dollar Equivalent amount of any borrowing of Revolving
Loans and other amounts outstanding hereunder denominated in such Foreign Currency. Such Spot Rate shall become effective as of
such borrowing or Revaluation Date and shall be the Spot Rate employed in converting any amounts between the applicable currencies
until the next Revaluation Date with respect to the applicable Foreign Currency.


 


(b)        Wherever
in this Agreement in connection with an Obligation, borrowing, Conversion, Continuation or prepayment of a Foreign Currency Rate
Loan, an amount (such as a required minimum or multiple amount) is expressed in Dollars but such Obligation is denominated in a
Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar Equivalent (rounded to the nearest
unit of such Foreign Currency, with 0.0001 of a unit being rounded upward), as determined by the Administrative Agent on the applicable
Revaluation Date under and in accordance with the provisions of this Agreement.


 


Section 1.5.
Change of Currency.


 


(a)        Each
obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union
that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euros at the time of such adoption
(in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest
expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank
market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or
practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that
if any Obligation in the currency of such member state is outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Obligation, at the end of the then current Interest Period.


 


(b)        Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time
to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant
market conventions or practices relating to the Euro.


 


(c)        Each
provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect change in currency of any other country and any relevant market conventions or
practices relating to such change in currency.


 


Article II. Credit Facility


 


Section 2.1.
Revolving Loans.


 


(a)       Making
of Revolving Loans. 




 


(i)       Tranche
1 Revolving Loans. Subject to the terms and conditions set forth in this Agreement, including without limitation, Section 2.16.,
each Tranche 1 Revolving Lender severally and not jointly agrees to make Tranche 1 Revolving Loans in a Tranche 1 Currency to the
Borrower during the period from and including the Effective Date to but excluding the Revolving


 






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Termination Date, in an aggregate
principal amount at any one time outstanding up to, but not exceeding, such Tranche 1 Revolving Lender’s Tranche 1 Revolving
Commitment. Each borrowing of Tranche 1 Revolving Loans that are to be (i) Base Rate Loans shall be in an aggregate minimum
amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (ii) LIBOR Loans or Foreign Currency Rate
Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. Notwithstanding
the immediately preceding two sentences but subject to Section 2.16., a borrowing of Tranche 1 Revolving Loans may be in the
aggregate amount of the unused Tranche 1 Revolving Commitments. Within the foregoing limits and subject to the terms and conditions
of this Agreement, the Borrower may borrow, repay and reborrow Tranche 1 Revolving Loans.


 


(ii)       Tranche
2 Revolving Loans. Subject to the terms and conditions set forth in this Agreement, including without limitation, Section 2.16.,
each Tranche 2 Revolving Lender severally and not jointly agrees to make Tranche 2 Revolving Loans in a Tranche 2 Currency to
the Borrower during the period from and including the Effective Date to but excluding the Revolving Termination Date, in an aggregate
principal amount at any one time outstanding up to, but not exceeding, such Tranche 2 Revolving Lender’s Tranche 2 Revolving
Commitment. Each borrowing of Tranche 2 Revolving Loans that are to be (i) Base Rate Loans shall be in an aggregate minimum
amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (ii) LIBOR Loans or Foreign Currency Rate
Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. Notwithstanding
the immediately preceding two sentences but subject to Section 2.16., a borrowing of Tranche 2 Revolving Loans may be in
the aggregate amount of the unused Tranche 2 Revolving Commitments. Within the foregoing limits and subject to the terms and conditions
of this Agreement, the Borrower may borrow, repay and reborrow Tranche 2 Revolving Loans.


 


(b)       Requests
for Revolving Loans.


 


(i)       With
respect to Revolving Loans denominated in Dollars, not later than 9:00 a.m. Pacific time at least 1 Business Day prior to a borrowing
of Revolving Loans that are to be Base Rate Loans and not later than 9:00 a.m. Pacific time at least 3 Business Days prior to a
borrowing of Revolving Loans that are to be LIBOR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Revolving
Borrowing. With respect to Revolving Loans denominated in Dollars, each Notice of Revolving Borrowing shall specify (A) the aggregate
principal amount of the Revolving Loans to be borrowed, (B) the date such Revolving Loans are to be borrowed (which must be a Business
Day), (C) the Type and Class of the requested Revolving Loans, and (D) if such Revolving Loans are to be LIBOR Loans, the initial
Interest Period for such Revolving Loans.


 


(ii)       With
respect to Revolving Loans denominated in a Foreign Currency, not later than 9:00 a.m. Pacific time at least 5 Business Days prior
to a borrowing of Revolving Loans, the Borrower shall deliver to the Administrative Agent a Notice of Revolving Borrowing. With
respect to Revolving Loans denominated in a Foreign Currency, each Notice of Revolving Borrowing shall specify (A) the aggregate
principal amount of the Revolving Loans to be borrowed, (B) the date such Revolving Loans are to be borrowed (which must be a Business
Day), (C) the Type and Class of the requested Revolving Loans, (D), the Currency of the requested Revolving Loans and (E) the initial
Interest Period for such Revolving Loans.


 


(iii)       Each
Notice of Revolving Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Revolving
Borrowing, the Borrower may (without specifying whether a Revolving Loan will be a Base Rate Loan, a LIBOR Loan or a Foreign Currency
Rate Loan) request that the Administrative Agent provide the Borrower with the most


 






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recent LIBOR or Foreign Currency Rate available
to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request
or as soon as possible thereafter.


 


(c)       Funding
of Revolving Loans. Promptly after receipt of a Notice of Revolving Borrowing under the immediately preceding subsection (b),
the Administrative Agent shall notify each Revolving Lender of the applicable Class of Revolving Loans so requested of the proposed
borrowing and the Currency thereof. Each Revolving Lender of the applicable Class shall deposit an amount equal to the Revolving
Loan of such Class in the applicable Currency to be made by such Lender to the Borrower with the Administrative Agent at the Principal
Office, in immediately available funds not later than 9:00 a.m. Pacific time on the date of such proposed Revolving Loans. Subject
to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower in
the account specified in the Disbursement Instruction Agreement, not later than 12:00 Noon Pacific time on the date of the requested
borrowing of Revolving Loans of such Class, the proceeds of such amounts received by the Administrative Agent.


 


(d)       Assumptions
Regarding Funding by Revolving Lenders. With respect to Revolving Loans to be made after the Effective Date, unless the Administrative
Agent shall have been notified by any Revolving Lender of a Class of Revolving Loans that such Lender will not make available to
the Administrative Agent a Revolving Loan of such Class to be made by such Lender in connection with any borrowing, the Administrative
Agent may assume that such Lender will make the proceeds of such Revolving Loan available to the Administrative Agent in accordance
with this Section, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available
to the Borrower the amount of such Revolving Loan to be provided by such Lender. In such event, if such Lender does not make available
to the Administrative Agent the proceeds of such Revolving Loan, then such Lender and the Borrower severally agree to pay to the
Administrative Agent on demand the amount of such Revolving Loan with interest thereon, for each day from and including the date
such Revolving Loan is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in
the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower,
the interest rate applicable to Revolving Loans that are Base Rate Loans. If the Borrower and such Lender shall pay the amount
of such interest to the Administrative Agent for the same or overlapping period, the Administrative Agent shall promptly remit
to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays to the Administrative Agent
the amount of such Revolving Loan, the amount so paid shall constitute such Lender’s Revolving Loan included in the borrowing.
Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Revolving Lender that shall
have failed to make available the proceeds of a Revolving Loan to be made by such Lender (including, if applicable, treatment of
such Lender as a Defaulting Lender in accordance with the terms of this Agreement).


 


Section 2.2.
Term Loans.


 


(a)       Tranche
A Term Loans. Pursuant to the Original Credit Agreement, certain of the Existing Lenders made “Term Loans” (as
defined in the Original Credit Agreement) denominated in Dollars to the Borrower. Such “Term Loans” shall be continued
as, and shall constitute, Tranche A Term Loans hereunder. The Borrower hereby agrees and acknowledges that as of the Effective
Date, the outstanding principal balance of the Tranche A Term Loans is set forth on Schedule I and shall for all purposes hereunder
constitute and be referred to as Tranche A Term Loans and Term Loans hereunder, without constituting a novation, but in all cases
subject to the terms and conditions applicable to Tranche A Term Loans and Term Loans hereunder. Once repaid, the principal amount
of a Tranche A Term Loan (or portion thereof) may not be reborrowed.


 






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(b)       Tranche
B Term Loans. Pursuant to the Existing Credit Agreement, certain of the Existing Lenders made “Tranche B Term Loans”
(as defined in the Existing Credit Agreement) denominated in Dollars to the Borrower. Such “Tranche B Term Loans” shall
be continued as, and shall constitute, Tranche B Term Loans hereunder. The Borrower hereby agrees and acknowledges that as of the
Effective Date, the outstanding principal balance of the Tranche B Term Loans is set forth on Schedule I and shall for all purposes
hereunder constitute and be referred to as Tranche B Term Loans and Term Loans hereunder, without constituting a novation, but
in all cases subject to the terms and conditions applicable to Tranche B Term Loans and Term Loans hereunder. Once repaid, the
principal amount of a Tranche B Term Loan (or portion thereof) may not be reborrowed.


 


Section 2.3.
Bid Rate Loans.


 


(a)       Bid
Rate Loans. In addition to borrowings of Tranche 1 Revolving Loans, at any time during the period from the Effective Date to
but excluding the Revolving Termination Date, and so long as the Borrower continues to maintain an Investment Grade Rating from
any two Ratings Agencies, the Borrower may, as set forth in this Section, request the Tranche 1 Revolving Lenders to make offers
to make Bid Rate Loans to the Borrower in Dollars. The Tranche 1 Revolving Lenders may, but shall have no obligation to, make such
offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section.


 


(b)       Requests
for Bid Rate Loans. When the Borrower wishes to request from the Tranche 1 Revolving Lenders offers to make Bid Rate Loans,
it shall give the Administrative Agent notice (a “Bid Rate Quote Request”) so as to be received no later than 9:00
a.m. Pacific time on (x) the Business Day immediately preceding the date of borrowing proposed therein, in the case of an
Absolute Rate Auction and (y) the date 4 Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction.
The Administrative Agent shall deliver to each Tranche 1 Revolving Lender a copy of each Bid Rate Quote Request promptly upon receipt
thereof by the Administrative Agent. The Borrower may request offers to make Bid Rate Loans for up to 3 different Interest Periods
in any one Bid Rate Quote Request; provided that if granted each separate Interest Period shall be deemed to be a separate
borrowing (a “Bid Rate Borrowing”). Each Bid Rate Quote Request shall be substantially in the form of Exhibit P
and shall specify as to each Bid Rate Borrowing all of the following:


 


(i)       the
proposed date of such Bid Rate Borrowing, which shall be a Business Day;


 


(ii)       the
aggregate amount of such Bid Rate Borrowing which shall be in a minimum amount of $10,000,000 and integral multiples of $1,000,000
in excess thereof which shall not cause any of the limits specified in Section 2.16. to be violated;


 


(iii)       whether
the Bid Rate Quote Request is for LIBOR Margin Loans or Absolute Rate Loans;


 


(iv)       the
duration of the Interest Period applicable thereto, which shall not extend beyond the Revolving Termination Date; and


 


(v)       an
express statement as to whether such Bid Rate Loans may be prepaid without premium or penalty.


 


The Borrower shall not deliver any Bid
Rate Quote Request within 5 Business Days of the giving of any other Bid Rate Quote Request and the Borrower shall not deliver
more than 2 Bid Rate Quote Requests in any calendar month.


 






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(c)       Bid
Rate Quotes.


 


(i)       Each
Tranche 1 Revolving Lender may submit one or more Bid Rate Quotes, each containing an offer to make a Bid Rate Loan in response
to any Bid Rate Quote Request; provided that, if the Borrower’s request under Section 2.3.(b) specified more
than one Interest Period, such Tranche 1 Revolving Lender may make a single submission containing only one Bid Rate Quote for each
such Interest Period. Each Bid Rate Quote must be submitted to the Administrative Agent not later than 8:30 a.m. Pacific time
(x) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the date 3 Business Days prior to the
proposed date of borrowing, in the case of a LIBOR Auction, and in either case the Administrative Agent shall disregard any Bid
Rate Quote received after such time; provided that the Tranche 1 Revolving Lender then acting as the Administrative Agent
may submit a Bid Rate Quote only if it notifies the Borrower of the terms of the offer contained therein not later than 30 minutes
prior to the latest time by which the Tranche 1 Revolving Lenders must submit applicable Bid Rate Quotes. Any Bid Rate Quote so
made shall be irrevocable except with the consent of the Administrative Agent given at the request of the Borrower. Such Bid Rate
Loans may be funded by a Tranche 1 Revolving Lender’s Designated Lender (if any) as provided in Section 13.5.(h); provided
that such Tranche 1 Revolving Lender shall not be required to specify in its Bid Rate Quote whether such Bid Rate Loan will be
funded by such Designated Lender.


 


(ii)       Each
Bid Rate Quote shall be substantially in the form of Exhibit Q and shall specify:


 


(A)       the
proposed date of borrowing and the Interest Period therefor;


 


(B)       the
principal amount of the Bid Rate Loan for which each such offer is being made; provided that the aggregate principal amount
of all Bid Rate Loans for which a Tranche 1 Revolving Lender submits Bid Rate Quotes (x) may be greater or less than the Tranche
1 Revolving Commitment of such Tranche 1 Revolving Lender but (y) shall not exceed the principal amount of the Bid Rate Borrowing
for a particular Interest Period for which offers were requested; provided further that any Bid Rate Quote
shall be in a minimum amount of $5,000,000 and integral multiples of $100,000 in excess thereof;


 


(C)       in
the case of an Absolute Rate Auction, the rate of interest per annum (rounded upwards, if necessary, to the nearest one-hundredth
of one percent (0.01%)) offered for each such Absolute Rate Loan (the “Absolute Rate”);


 


(D)       in
the case of a LIBOR Auction, the margin above or below applicable LIBOR (the “LIBOR Margin”) offered for each such
LIBOR Margin Loan, expressed as a percentage (rounded upwards, if necessary, to the nearest one-hundredth of one percent (0.01%))
to be added to (or subtracted from) the applicable LIBOR; and


 


(E)       the
identity of the quoting Tranche 1 Revolving Lender.


 


Unless otherwise agreed by the
Administrative Agent and the Borrower, no Bid Rate Quote shall contain qualifying, conditional or similar language or propose terms
other than or in addition to those set forth in the applicable Bid Rate Quote Request and, in particular, no Bid Rate Quote may
be conditioned upon acceptance by the Borrower of all (or some specified minimum) of the principal amount of the Bid Rate Loan
for which such Bid Rate Quote is being made.


 






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(d)       Notification
by Administrative Agent. The Administrative Agent shall, as promptly as practicable after the Bid Rate Quotes are submitted
(but in any event not later than 9:30 a.m. Pacific time (x) on the proposed date of borrowing, in the case of an Absolute
Rate Auction or (y) on the date 3 Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction),
notify the Borrower of the terms (i) of any Bid Rate Quote submitted by a Tranche 1 Revolving Lender that is in accordance with
Section 2.3.(c) and (ii) of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate
Quote submitted by such Tranche 1 Revolving Lender with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate
Quote shall be disregarded by the Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest
error in such former Bid Rate Quote. The Administrative Agent’s notice to the Borrower shall specify (A) the aggregate principal
amount of the Bid Rate Borrowing for which offers have been received and (B) the principal amounts and Absolute Rates or LIBOR
Margins, as applicable, so offered by each Tranche 1 Revolving Lender (identifying the Tranche 1 Revolving Lender that made such
Bid Rate Quote).


 


(e)       Acceptance
by Borrower.


 


(i)       Not
later than 10:30 a.m. Pacific time (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the
date 3 Business Days prior to the proposed date of borrowing, in the case of a LIBOR Auction, the Borrower shall notify the Administrative
Agent of its acceptance or nonacceptance of the Bid Rate Quotes so notified to it pursuant to Section 2.3.(d). which notice
shall be in the form of Exhibit R. In the case of acceptance, such notice shall specify the aggregate principal amount of
Bid Rate Quotes for each Interest Period that are accepted. The failure of the Borrower to give such notice by such time shall
constitute nonacceptance. The Borrower may accept any Bid Rate Quote in whole or in part; provided that:


 


(A)       the
aggregate principal amount of each Bid Rate Borrowing may not exceed the applicable amount set forth in the related Bid Rate Quote
Request;


 


(B)       the
aggregate principal amount of each Bid Rate Borrowing shall comply with the provisions of Section 2.3.(b)(ii) and together
with all other Bid Rate Loans then outstanding shall not cause the limits specified in Section 2.16. to be violated;


 


(C)       acceptance
of Bid Rate Quotes may be made only in ascending order of Absolute Rates or LIBOR Margins, as applicable, in each case beginning
with the lowest rate so offered;


 


(D)       any
acceptance in part by the Borrower shall be in a minimum amount of $5,000,000 and integral multiples of $100,000 in excess thereof;
and


 


(E)       the
Borrower may not accept any Bid Rate Quote that fails to comply with Section 2.3.(c) or otherwise fails to comply with the
requirements of this Agreement.


 


(ii)       If
Bid Rate Quotes are made by two or more Tranche 1 Revolving Lenders with the same Absolute Rates or LIBOR Margins, as applicable,
for a greater aggregate principal amount than the amount in respect of which Bid Rate Quotes are permitted to be accepted for the
related Interest Period, the principal amount of Bid Rate Loans in respect of which such Bid Rate Quotes are accepted shall be
allocated by the Administrative Agent among such Tranche 1 Revolving Lenders in proportion to the aggregate principal amount of
such Bid Rate Quotes. Determinations by the Administrative Agent of the amounts of Bid Rate Loans shall be conclusive in the absence
of manifest error.


 






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(f)       Obligation
to Make Bid Rate Loans. The Administrative Agent shall promptly (and in any event not later than (x) 11:30 a.m. Pacific
time on the proposed date of borrowing of Absolute Rate Loans and (y) on the date 3 Business Days prior to the proposed date
of borrowing of LIBOR Margin Loans) notify each Tranche 1 Revolving Lender that submitted a Bid Rate Quote as to whose Bid Rate
Quote has been accepted and the amount and rate thereof. A Tranche 1 Revolving Lender who is notified that it has been selected
to make a Bid Rate Loan may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in
Section 13.5.(g). Any Designated Lender which funds a Bid Rate Loan shall on and after the time of such funding become the obligee
in respect of such Bid Rate Loan and be entitled to receive payment thereof when due. No Tranche 1 Revolving Lender shall be relieved
of its obligation to fund a Bid Rate Loan, and no Designated Lender shall assume such obligation, prior to the time the applicable
Bid Rate Loan is funded. Any Tranche 1 Revolving Lender whose offer to make any Bid Rate Loan has been accepted shall, not later
than 12:30 p.m. Pacific time on the date specified for the making of such Loan, make the amount of such Loan available to
the Administrative Agent at its Principal Office in immediately available funds, for the account of the Borrower. The amount so
received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower
not later than 1:30 p.m. Pacific time on such date by depositing the same, in immediately available funds, in an account of the
Borrower designated by the Borrower.


 


(g)       No
Effect on Tranche 1 Revolving Commitment. Except for the purpose and to the extent expressly stated in Sections 2.13.
and 2.16., the amount of any Bid Rate Loan made by any Tranche 1 Revolving Lender shall not constitute a utilization of such Tranche
1 Revolving Lender’s Tranche 1 Revolving Commitment.


 


Section 2.4.
Letters of Credit.


 


(a)       Letters
of Credit. Subject to the terms and conditions of this Agreement, including without limitation, Section 2.16., each Issuing
Bank severally and not jointly, on behalf of the Tranche 1 Revolving Lenders, agrees to issue for the account of the Borrower (which
may be in support of the obligations of the Borrower or in support of obligations of a Subsidiary of the Borrower) during the period
from and including the Effective Date to, but excluding, the date 5 days prior to the Revolving Termination Date, one or more standby
letters of credit (each a “Letter of Credit”) denominated in Dollars up to a maximum aggregate Stated Amount at any
one time outstanding not to exceed $60,000,000 as such amount may be reduced from time to time in accordance with the terms hereof
(the “L/C Commitment Amount”); provided, that an Issuing Bank shall not be obligated to (but may, in its sole
discretion) issue any Letter of Credit if, after giving effect to such issuance, the aggregate Stated Amount of outstanding Letters
of Credit issued by such Issuing Bank would exceed the lesser of (i) one-fifth of the L/C Commitment Amount and (ii) the
Commitment of such Issuing Bank in its capacity as a Tranche 1 Revolving Lender. The parties hereto agree that each of the Existing
Letters of Credit, if any, shall, from and after the Effective Date, be deemed to be a Letter of Credit issued under this Agreement.


 


(b)       Terms
of Letters of Credit. At the time of issuance, the amount, form, terms and conditions of each Letter of Credit, and of any
drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower, such approvals
not to be unreasonably withheld or delayed. Notwithstanding the foregoing, in no event may (i) the expiration date of any
Letter of Credit extend beyond the date that is 5 days prior to the Revolving Termination Date, or (ii) any Letter of Credit have
a duration in excess of one year; provided, however, that a Letter of Credit may contain a provision providing for
the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank but in
no event shall any such provision permit the extension of the current expiration date of such Letter of Credit beyond the earlier
of (x) the date that is 5 days prior to the Revolving Termination Date and (y) the date one year after the current
expiration date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the
effect of an automatic extension provision,


 






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have an expiration date of not more than one year beyond the Revolving Termination
Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”), so long as the Borrower delivers
to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Tranche 1 Revolving Lenders
no later than 5 days prior to the Revolving Termination Date, Cash Collateral for such Letter of Credit in an amount equal to the
Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of
such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended
Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit
by the date 5 days prior to the Revolving Termination Date, such failure shall be treated as a drawing under such Extended Letter
of Credit (in an amount equal to the maximum Stated Amount of such Extended Letter of Credit), which shall be reimbursed (or participations
therein funded) by the Tranche 1 Revolving Lenders in accordance with the immediately following subsections (i) and (j), with
the proceeds being utilized to provide Cash Collateral for such Extended Letter of Credit. The initial Stated Amount of each Letter
of Credit shall be at least $50,000 (or such lesser amount as may be acceptable to the Borrower, the applicable Issuing Bank and
the Administrative Agent).


 


(c)       Requests
for Issuance of Letters of Credit. The Borrower shall give the Issuing Bank selected by the Borrower to issue a Letter of Credit
and the Administrative Agent written notice at least 5 Business Days prior to the requested date of issuance of such Letter of
Credit (or such shorter period as agreed to by the applicable Issuing Bank), such notice to describe in reasonable detail the proposed
terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit,
and in any event shall set forth with respect to such Letter of Credit the proposed (i) initial Stated Amount, (ii) beneficiary,
and (iii) expiration date. The Borrower shall also execute and deliver such customary applications and agreements for standby
letters of credit, and other forms as reasonably requested from time to time by the applicable Issuing Bank. Provided the Borrower
has given the notice prescribed by the first sentence of this subsection and delivered such applications and agreements referred
to in the preceding sentence, subject to the other terms and conditions of this Agreement, including the satisfaction of any applicable
conditions precedent set forth in Section 6.2., the applicable Issuing Bank shall issue the requested Letter of Credit on
the requested date of issuance for the benefit of the stipulated beneficiary but in no event prior to the date 5 Business Days
(or such shorter period as agreed to by the applicable Issuing Bank) following the date after which the applicable Issuing Bank
has received all of the items required to be delivered to it under this subsection. The Issuing Bank shall not at any time be obligated
to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any Tranche 1 Revolving Lender
to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect
to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise
requires. Upon the written request of the Borrower, an Issuing Bank shall deliver to the Borrower a copy of each Letter of Credit
issued by such Issuing Bank within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of
Credit Document (excluding any certificate or other document presented by a beneficiary in connection with a drawing under such
Letter of Credit) is inconsistent with a term of any Loan Document, the term of such Loan Document shall control. The Borrower
shall examine the copy of any Letter of Credit or any amendment to a Letter of Credit that is delivered to it by the Issuing Bank
and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will
promptly (but in any event, within 5 Business Days after the later of (x) receipt by the beneficiary of such Letter of Credit
of the original of, or amendment to, such Letter of Credit, as applicable and (y) receipt by the Borrower of a copy of such
Letter of Credit or amendment, as applicable) notify the Issuing Bank. The Borrower shall be conclusively deemed to have waived
any such claim against the Issuing Bank and its correspondents unless such notice is given as aforesaid.


 


(d)       Reimbursement
Obligations. Upon receipt by an Issuing Bank from the beneficiary of a Letter of Credit issued by such Issuing Bank of any
demand for payment under such Letter of Credit and


 






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such Issuing Bank’s determination that such demand for payment complies
with the requirements of such Letter of Credit, such Issuing Bank shall promptly notify the Borrower and the Administrative Agent
of the amount to be paid by such Issuing Bank as a result of such demand and the date on which payment is to be made by such Issuing
Bank to such beneficiary in respect of such demand; provided, however, that an Issuing Bank’s failure to give,
or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The
Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse each applicable Issuing Bank for the amount
of each demand for payment under such Letter of Credit at or prior to the date on which payment is to be made by such Issuing Bank
to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon receipt by an Issuing
Bank of any payment in respect of any Reimbursement Obligation in respect of a Letter of Credit issued by such Issuing Bank, such
Issuing Bank shall promptly pay to each Tranche 1 Revolving Lender that has acquired a participation therein under the second sentence
of the immediately following subsection (i) such Lender’s Tranche 1 Revolving Commitment Percentage of such payment.


 


(e)       Manner
of Reimbursement. Upon its receipt of a notice referred to in the immediately preceding subsection (d), the Borrower shall
advise the Administrative Agent and the applicable Issuing Bank whether or not the Borrower intends to borrow hereunder to finance
its obligation to reimburse the applicable Issuing Bank for the amount of the related demand for payment and, if it does, the Borrower
shall submit a timely request for such borrowing as provided in the applicable provisions of this Agreement. If the Borrower fails
to so advise the Administrative Agent and such Issuing Bank, or if the Borrower fails to reimburse the applicable Issuing Bank
for a demand for payment under a Letter of Credit issued by such Issuing Bank by the date of such payment, the failure of which
the applicable Issuing Bank shall promptly notify the Administrative Agent, then (i) if the applicable conditions contained
in Article VI. would permit the making of Tranche 1 Revolving Loans, the Borrower shall be deemed to have requested a borrowing
of Tranche 1 Revolving Loans (which shall be Base Rate Loans) in an amount equal to the unpaid Reimbursement Obligation and the
Administrative Agent shall give each Tranche 1 Revolving Lender prompt notice of the amount of the Tranche 1 Revolving Loan to
be made available to the Administrative Agent not later than 10:00 a.m. Pacific time and (ii) if such conditions would not
permit the making of Tranche 1 Revolving Loans, the provisions of subsection (j) of this Section shall apply. The amount limitations
set forth in the second sentence of Section 2.1.(a) shall not apply to any borrowing of Base Rate Loans under this subsection.


 


(f)       Effect
of Letters of Credit on Tranche 1 Revolving Commitments. Upon the issuance by an Issuing Bank of any Letter of Credit and until
such Letter of Credit shall have expired or been cancelled, the Tranche 1 Revolving Commitment of each Tranche 1 Revolving Lender
shall be deemed to be utilized for all purposes of this Agreement in an amount equal to the product of (i) such Lender’s
Tranche 1 Revolving Commitment Percentage and (ii) without duplication (A) the Stated Amount of such Letter of Credit plus
(B) any related Reimbursement Obligations then outstanding.


 


(g)       Issuing
Banks’ Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement Obligations. In examining documents
presented in connection with drawings under Letters of Credit and making payments under such Letters of Credit against such documents,
each Issuing Bank shall only be required to use the same standard of care as it uses in connection with examining documents presented
in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters
of credit. The Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries
of such Letters of Credit. In furtherance and not in limitation of the foregoing, none of the Issuing Banks, Administrative Agent
or any of the Lenders shall be responsible for, and the Borrower’s obligations in respect of Letters of Credit shall not
be affected in any manner by, (i) the form, validity, sufficiency, accuracy, genuineness or legal effects of any document
submitted by any party in connection with the application for and issuance of or any drawing honored under any Letter of Credit
even if such document should in fact prove to be in any or all respects


 






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invalid, insufficient, inaccurate, fraudulent or forged;
(ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter
of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telex, telecopy, electronic mail or otherwise, whether or not they be in cipher; (v) errors in interpretation
of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit, or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit
or of the proceeds of any drawing under any Letter of Credit; or (viii) any consequences arising from causes beyond the control
of the Issuing Banks, the Administrative Agent or the Lenders. None of the above shall affect, impair or prevent the vesting of
any of the Issuing Banks’ or Administrative Agent’s rights or powers hereunder. Any action taken or omitted to be taken
by an Issuing Bank under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment), shall not create
against such Issuing Bank any liability to the Borrower, the Administrative Agent, any other Issuing Bank or any Lender. In this
connection, the obligation of the Borrower to reimburse the applicable Issuing Bank for any drawing made under any Letter of Credit
issued by such Issuing Bank, and to repay any Tranche 1 Revolving Loan made pursuant to the second sentence of the immediately
preceding subsection (e), shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms
of this Agreement and any other applicable Letter of Credit Document under all circumstances whatsoever, including without limitation,
the following circumstances: (A) any lack of validity or enforceability of any Letter of Credit Document or any term or provisions
therein; (B) any amendment or waiver of or any consent to departure from all or any of the Letter of Credit Documents; (C) the
existence of any claim, setoff, defense or other right which the Borrower may have at any time against any Issuing Bank, the Administrative
Agent, any Lender, any beneficiary of a Letter of Credit or any other Person, whether in connection with this Agreement, the transactions
contemplated hereby or in the Letter of Credit Documents or any unrelated transaction; (D) any breach of contract or dispute
between the Borrower, any Issuing Bank, the Administrative Agent, any Lender or any other Person; (E) any demand, statement
or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein or made in connection therewith being untrue or inaccurate in any respect whatsoever; (F) any non-application
or misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; (G) payment
by an Issuing Bank under any Letter of Credit issued by it against presentation of a draft or certificate which does not strictly
comply with the terms of such Letter of Credit; and (H) any other act, omission to act, delay or circumstance whatsoever that
might, but for the provisions of this Section, constitute a legal or equitable defense to or discharge of, or provide a right of
setoff against, the Borrower’s Reimbursement Obligations. Notwithstanding anything to the contrary contained in this Section
or Section 13.9., but not in limitation of the Borrower’s unconditional obligation to reimburse the applicable Issuing
Bank for any drawing made under a Letter of Credit issued by such Issuing Bank as provided in this Section and to repay any Tranche
1 Revolving Loan made pursuant to the second sentence of the immediately preceding subsection (e), the Borrower shall have
no obligation to indemnify the Administrative Agent, any Issuing Bank or any Lender in respect of any liability incurred by the
Administrative Agent, such Issuing Bank or such Lender arising solely out of the gross negligence or willful misconduct of the
Administrative Agent, such Issuing Bank or such Lender in respect of a Letter of Credit as determined by a court of competent jurisdiction
in a final, non-appealable judgment. Except as otherwise provided in this Section, nothing in this Section shall affect any rights
the Borrower may have with respect to the gross negligence or willful misconduct of the Administrative Agent, any Issuing Bank
or any Lender with respect to any Letter of Credit.


 


(h)       Amendments,
Etc. The issuance by an Issuing Bank of any amendment, supplement or other modification to any Letter of Credit issued by it
constituting a Credit Event under clause (b) of the


 






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definition of such term shall be subject to the same conditions applicable
under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made
through the applicable Issuing Bank and the Administrative Agent), and no amendment, supplement or other modification to any Letter
of Credit shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such
conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Administrative
Agent and the Tranche 1 Revolving Lenders, if any, required by Section 13.6. shall have consented thereto. In connection with
any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence
of Section 3.5.(c).


 


(i)       Tranche
1 Revolving Lenders’ Participation in Letters of Credit. Immediately upon (i) the Effective Date with respect to any
Existing Letters of Credit and (ii) the issuance by an Issuing Bank of any other Letter of Credit, each Tranche 1 Revolving Lender
shall be deemed to have absolutely, irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse
or warranty, an undivided interest and participation to the extent of such Lender’s Tranche 1 Revolving Commitment Percentage
of the liability of such Issuing Bank with respect to such Letter of Credit and each Tranche 1 Revolving Lender thereby shall absolutely,
unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing
Bank to pay and discharge when due, such Lender’s Tranche 1 Revolving Commitment Percentage of such Issuing Bank’s
liability under such Letter of Credit. In addition, upon the making of each payment by a Tranche 1 Revolving Lender to the Administrative
Agent for the account of an Issuing Bank in respect of any Letter of Credit issued by such Issuing Bank pursuant to the immediately
following subsection (j), such Lender shall, automatically and without any further action on the part of any Issuing Bank,
the Administrative Agent or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement
Obligation owing to such Issuing Bank by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage
equal to such Lender’s Tranche 1 Revolving Commitment Percentage in any interest or other amounts payable by the Borrower
in respect of such Reimbursement Obligation (other than the Fees payable to such Issuing Bank pursuant to the second and the last
sentences of Section 3.5.(c)).


 


(j)       Payment
Obligation of Tranche 1 Revolving Lenders. Each Tranche 1 Revolving Lender severally agrees to pay to the Administrative Agent,
for the account of the applicable Issuing Bank, on demand in immediately available funds in Dollars the amount of such Lender’s
Tranche 1 Revolving Commitment Percentage of each drawing paid by such Issuing Bank under each Letter of Credit issued by such
Issuing Bank to the extent such amount is not reimbursed by the Borrower pursuant to the immediately preceding subsection (d);
provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Tranche
1 Revolving Lender shall be required to fund, whether as a Tranche 1 Revolving Loan or as a participation, shall not exceed such
Lender’s Tranche 1 Revolving Commitment Percentage of such drawing except as otherwise provided in Section 3.9.(d).
If the notice referenced in the second sentence of Section 2.4.(e) is received by a Tranche 1 Revolving Lender not later than 9:00
a.m. Pacific time, then such Lender shall make such payment available to the Administrative Agent not later than 12:00 p.m. Pacific
time on the date of demand therefor; otherwise, such payment shall be made available to the Administrative Agent not later than
11:00 a.m. Pacific time on the next succeeding Business Day. Each Tranche 1 Revolving Lender’s obligation to make such payments
to the Administrative Agent under this subsection, and the Administrative Agent’s right to receive the same for the account
of the applicable Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance
whatsoever, including without limitation, (i) the failure of any other Tranche 1 Revolving Lender to make its payment under
this subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the existence of any Default
or Event of Default, including any Event of Default described in Section 11.1.(e) or 11.1.(f), (iv) the termination of
the Tranche 1 Revolving Commitments or (v) the delivery of Cash Collateral in respect of any Extended Letter of Credit. Each
such


 






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payment to the Administrative Agent for the account of any Issuing Bank shall be made without any offset, abatement, withholding
or deduction whatsoever.


 


(k)       Information
to Tranche 1 Revolving Lenders. Promptly following any change in any Letter of Credit outstanding, the applicable Issuing Bank
shall deliver to the Administrative Agent, which shall promptly deliver the same to each Tranche 1 Revolving Lender and the Borrower,
a notice describing the aggregate amount of all Letters of Credit issued by such Issuing Bank and outstanding at such time. Upon
the request of any Tranche 1 Revolving Lender from time to time, each Issuing Bank shall deliver any other information reasonably
requested by such Lender with respect to each Letter of Credit issued by such Issuing Bank and then outstanding. Other than as
set forth in this subsection, the Issuing Banks shall have no duty to notify the Lenders regarding the issuance or other matters
regarding Letters of Credit issued hereunder. The failure of any Issuing Bank to perform its requirements under this subsection
shall not relieve any Tranche 1 Revolving Lender from its obligations under the immediately preceding subsection (j).


 


(l)       Extended
Letters of Credit. Each Tranche 1 Revolving Lender confirms that its obligations under the immediately preceding subsections
(i) and (j) shall be reinstated in full and apply if the delivery of any Cash Collateral in respect of an Extended Letter of Credit
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver
or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise.


 


(m)       Applicability
of ISP; Limitation of Liability. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter
of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit issued by such Issuing Bank. Notwithstanding
the foregoing, no Issuing Bank shall be responsible to the Borrower for, and each Issuing Bank’s rights and remedies against
the Borrower shall not be impaired by, any action or inaction of such Issuing Bank required or permitted under any law, order,
or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including Applicable Law or
any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or in the decisions,
opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade-International
Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter
of Credit chooses such law or practice.


 


(n)       Letters
of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder, is in support of
any obligations of, or is for the account of, a Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the applicable
Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance
of Letters of Credit for the account of its Subsidiaries inures to the benefit of the Borrower and that the Borrower’s business
derives substantial benefits from the businesses of such Subsidiaries.


 


Section 2.5.
Swingline Loans.


 


(a)       Swingline
Loans. Subject to the terms and conditions hereof, including without limitation Section 2.16., each Swingline Lender severally
agrees to make Swingline Loans in Dollars to the Borrower, during the period from the Effective Date to but excluding the Swingline
Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, the lesser (such lesser amount
being referred to as the “Swingline Availability”) of (i) $60,000,000 for such Swingline Lender, as such amount
may be reduced from time to time in accordance with the terms hereof and (ii) the Tranche 1 Revolving Commitment of such Swingline
Lender in its capacity as a Tranche 1 Revolving Lender minus the aggregate outstanding principal amount of Tranche 1 Revolving
Loans of such Swingline Lender in its capacity as a Tranche 1 Revolving Lender. With respect to any Swingline Lender, if at any
time the aggregate principal


 






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amount of the Swingline Loans held by such Swingline Lender outstanding at such time exceeds the Swingline
Availability of such Swingline Lender at such time, the Borrower shall promptly pay the Administrative Agent for the account of
such Swingline Lender the amount of such excess and, with respect to all Swingline Lenders, if at any time the aggregate principal
amount of the Swingline Loans outstanding at such time exceeds $300,000,000, the Borrower shall promptly pay the Administrative
Agent for the account of the Swingline Lenders the amount of such excess. Subject to the terms and conditions of this Agreement,
the Borrower may borrow, repay and reborrow Swingline Loans hereunder. For the avoidance of doubt, subject to the terms of this
Agreement, (i) the Borrower may request a Swingline Loan from one Swingline Lender without having to make a request for a Swingline
Loan from any other Swingline Lender, and (ii) outstanding Swingline Loans may be repaid in such order as the Borrower may elect.


 


(b)       Procedure
for Borrowing Swingline Loans. The Borrower shall give the Administrative Agent and the applicable Swingline Lender notice
pursuant to a Notice of Swingline Borrowing or telephonic notice of each borrowing of a Swingline Loan. Each Notice of Swingline
Borrowing shall be delivered to the Administrative Agent and such Swingline Lender no later than 9:00 a.m. Pacific time on the
proposed date of such borrowing. Any telephonic notice shall include all information to be specified in a written Notice of Swingline
Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Swingline Borrowing sent to such Swingline
Lender by telecopy on the same day of the giving of such telephonic notice. Not later than 11:00 a.m. Pacific time on the
date of the requested Swingline Loan and subject to satisfaction of the applicable conditions set forth in Section 6.2. for
such borrowing, such Swingline Lender will make the proceeds of such Swingline Loan available to the Administrative Agent at its
Principal Office in immediately available funds, for the account of the Borrower. The amount so received by the Administrative
Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower not later than 1:00 p.m.
Pacific time on such date by depositing the same, in immediately available funds, in an account of the Borrower designated by the
Borrower.


 


(c)       Interest.
Swingline Loans shall bear interest at a per annum rate equal to the LIBOR Market Index Rate as in effect from time to time plus
the Applicable Margin for Revolving Loans that are LIBOR Loans (or at such other rate or rates as the Borrower and the applicable
Swingline Lender may agree from time to time in writing). Interest on Swingline Loans is solely for the account of the applicable
Swingline Lender (except to the extent a Tranche 1 Revolving Lender acquires a participating interest in a Swingline Loan pursuant
to the immediately following subsection (e)). All accrued and unpaid interest on Swingline Loans shall be payable on the dates
and in the manner provided in Section 2.6. with respect to interest on Base Rate Loans (except as the applicable Swingline
Lender and the Borrower may otherwise agree in writing in connection with any particular Swingline Loan).


 


(d)       Swingline
Loan Amounts, Etc. Each Swingline Loan shall be in the minimum amount of $500,000 and integral multiples of $100,000 in excess
thereof, or such other minimum amounts agreed to by the applicable Swingline Lender and the Borrower. Any voluntary prepayment
of a Swingline Loan must be in integral multiples of $100,000 or the aggregate principal amount of all outstanding Swingline Loans
(or such other minimum amounts upon which the applicable Swingline Lender and the Borrower may agree) and in connection with any
such prepayment, the Borrower must give such Swingline Lender and the Administrative Agent prior written notice thereof no later
than 10:00 a.m. Pacific time on the day prior to the date of such prepayment. The Swingline Loans shall, in addition to this
Agreement, be evidenced by the Swingline Note.


 


(e)       Repayment
and Participations of Swingline Loans. The Borrower agrees to repay each Swingline Loan within one Business Day of demand therefor
by the applicable Swingline Lender and, in any event, within 10 Business Days after the date such Swingline Loan was made. Notwithstanding
the foregoing, the Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid


 






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interest on, the
Swingline Loans on the Swingline Maturity Date (or such earlier date as the applicable Swingline Lender and the Borrower may agree
in writing). In lieu of demanding repayment of any outstanding Swingline Loan from the Borrower, the applicable Swingline Lender
may, if it has not yet received notice from the Borrower of a repayment, on behalf of the Borrower (which hereby irrevocably directs
such Swingline Lender to act on its behalf), request a borrowing of Revolving Loans that are LIBOR Loans with a one month Interest
Period from the Tranche 1 Revolving Lenders in an amount equal to the principal balance of such Swingline Loan. The amount limitations
contained in the second sentence of Section 2.1.(a) shall not apply to any borrowing of such Tranche 1 Revolving Loans made
pursuant to this subsection. The applicable Swingline Lender shall give notice to the Administrative Agent of any such borrowing
of Revolving Loans not later than 9:00 a.m. Pacific time at least one Business Day prior to the proposed date of such borrowing.
Promptly after receipt of such notice of borrowing of Tranche 1 Revolving Loans from the applicable Swingline Lender under the
immediately preceding sentence, the Administrative Agent shall notify each Tranche 1 Revolving Lender of the proposed borrowing.
Not later than 9:00 a.m. Pacific time on the proposed date of such borrowing, each Tranche 1 Revolving Lender will make available
to the Administrative Agent at the Principal Office for the account of the applicable Swingline Lender, in immediately available
funds, the proceeds of the Tranche 1 Revolving Loan to be made by such Lender. The Administrative Agent shall pay the proceeds
of such Tranche 1 Revolving Loans to the applicable Swingline Lender, which shall apply such proceeds to repay such Swingline Loan.
If the Tranche 1 Revolving Lenders are prohibited from making Tranche 1 Revolving Loans required to be made under this subsection
for any reason whatsoever, including without limitation, the existence of any of the Defaults or Events of Default described in
Section 11.1.(e) or 11.1.(f), each Tranche 1 Revolving Lender shall purchase from the applicable Swingline Lender, without
recourse or warranty, an undivided interest and participation to the extent of such Lender’s Tranche 1 Revolving Commitment
Percentage of such Swingline Loan, by directly purchasing a participation in such Swingline Loan in such amount and paying the
proceeds thereof to the Administrative Agent for the account of the applicable Swingline Lender in Dollars and in immediately available
funds. A Tranche 1 Revolving Lender’s obligation to purchase such a participation in a Swingline Loan shall be absolute and
unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff,
counterclaim, recoupment, defense or other right which such Lender or any other Person may have or claim against the Administrative
Agent, the Swingline Lender or any other Person whatsoever, (ii) the existence of a Default or Event of Default (including
without limitation, any of the Defaults or Events of Default described in Section 11.1.(e) or 11.1.(f)), or the termination of
any Tranche 1 Revolving Lender’s Tranche 1 Revolving Commitment, (iii) the existence (or alleged existence) of an event
or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Loan Document by the Administrative
Agent, any Lender, the Borrower or any other Loan Party, or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Tranche 1 Revolving
Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest
thereon for each day from the date of demand thereof, at the Federal Funds Rate. If such Lender does not pay such amount forthwith
upon the Swingline Lender’s demand therefor, and until such time as such Lender makes the required payment, the Swingline
Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid participation obligation for
all purposes of the Loan Documents (other than those provisions requiring the other Tranche 1 Revolving Lenders to purchase a participation
therein). Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Tranche
1 Revolving Loans, and any other amounts due it hereunder, to the Swingline Lender to fund Swingline Loans in the amount of the
participation in Swingline Loans that such Lender failed to purchase pursuant to this Section until such amount has been purchased
(as a result of such assignment or otherwise).


 






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Section 2.6.
Rates and Payment of Interest on Loans.


 


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


 


(i)       during
such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect from time to time), plus the Applicable Margin
for Base Rate Loans of the applicable Class;


 


(ii)       during
such periods as such Loan is a LIBOR Loan, at LIBOR for such Loan for the Interest Period therefor, plus the Applicable
Margin for LIBOR Loans of the applicable Class;


 


(iii)       if
such Loan is an Absolute Rate Loan, at the Absolute Rate for such Loan for the Interest Period therefor quoted by the Lender making
such Loan in accordance with Section 2.3.;


 


(iv)       if
such Loan is a LIBOR Margin Loan, at LIBOR for such Loan for the Interest Period therefor plus the LIBOR Margin quoted by
the Lender making such Loan in accordance with Section 2.3.; and


 


(v)       if
such Loan is a Foreign Currency Rate Loan, at the Foreign Currency Rate for such Loan for the Interest Period therefor, plus
the Applicable Margin for Foreign Currency Rate Loans.


 


Notwithstanding the foregoing, while an
Event of Default exists under Section 11.1.(a), 11.1.(e) or 11.1.(f), or in the case of any other Event of Default, at the direction
of the Requisite Lenders, the Borrower shall pay to the Administrative Agent for the account of each Class of Lenders and the Issuing
Banks, as the case may be, interest at the Post-Default Rate on the outstanding principal amount of any Class of Loans made by
such Lender, on all Reimbursement Obligations and on any other amount payable by the Borrower hereunder or under the Notes held
by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted
under Applicable Law).


 


(b)       Payment
of Interest. All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) for Loans
that are not LIBOR Loans or Foreign Currency Rate Loans, monthly in arrears on the last Business Day of each month, commencing
with the first full calendar month occurring after the Effective Date, (ii) for LIBOR Loans and Foreign Currency Rate Loans, on
the last day of each Interest Period and, if such Interest Period is longer than three months, at three month intervals following
the first day of such Interest Period, and (iii) on any date on which the principal balance of such Loan is due and payable
in full (whether at maturity, due to acceleration or otherwise). Interest payable at the Post-Default Rate shall be payable from
time to time on demand. All determinations by the Administrative Agent of an interest rate hereunder shall be conclusive and binding
on the Lenders and the Borrower for all purposes, absent manifest error.


 


(c)       Borrower
Information Used to Determine Applicable Interest Rates. The parties understand that the applicable interest rate for the Obligations
and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain information to be provided
or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any
such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement
of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees
calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest
rate and such fees for such period


 






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shall be automatically recalculated using correct Borrower Information. The Administrative Agent
shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower
shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within 5 Business Days
of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination
of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, any Issuing Bank’s,
or any Lender’s other rights under this Agreement.


 


(d)       Interest
Act (Canada). For the purposes of the Interest Act (Canada), (a) whenever a rate of interest or fee rate hereunder is calculated
on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar
year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest
or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed
year, (b) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (c) the
rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. This Section shall apply
solely with respect to Foreign Currency Rate Loans denominated in Canadian Dollars.


 


Section 2.7.
Number of Interest Periods.


 


There may be no more
than (a) 15 different Interest Periods for Revolving Loans that are LIBOR Loans, Bid Rate Loans and Foreign Currency Rate Loans,
collectively, outstanding at the same time and (b) 4 different Interest Periods for LIBOR Loans that are Term Loans outstanding
at the same time.


 


Section 2.8.
Repayment of Loans.


 


(a)       Revolving
Loans. The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, each Class
of Revolving Loans on the Revolving Termination Date.


 


(b)       Term
Loans. The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, each Class
of Term Loans on the Term Loan Maturity Date for such Class.


 


(c)       Bid
Rate Loans. The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, each
Bid Rate Loan on the last day of the Interest Period of such Bid Rate Loan.


 


Section 2.9.
Prepayments.


 


(a)       Optional.
Subject to Section 5.4., (i) the Borrower may prepay any Loan (other than a Bid Rate Loan) at any time without premium
or penalty, and (ii) the Borrower may prepay at any time without premium or penalty any Bid Rate Loan that has been made with
respect to a Bid Rate Quote Request containing an express statement that such Bid Rate Loan could be prepaid without premium or
penalty. Any other Bid Rate Loan may only be prepaid with the prior written consent of the Lender holding such Bid Rate Loan. The
Borrower shall give the Administrative Agent at least 1 Business Day prior written notice of the prepayment of any Loan that is
a Base Rate Loan and at least 3 Business Days prior written notice of the prepayment of any Loan that is a LIBOR Rate Loan, Foreign
Currency Rate Loan or Bid Rate Loan. Any such notice may be conditioned upon the receipt of replacement financing or any other
event and may be withdrawn at any time prior to the prepayment if such event does not occur. Each voluntary prepayment of Loans
(other than a prepayment of all outstanding Loans of a Class) shall be in an aggregate minimum amount of $1,000,000 and integral
multiples of $100,000 in excess thereof.


 






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(b)       Mandatory.


 


(i)       Revolving
Commitment Overadvances.


 


(A)       Tranche
1 Revolving Commitment Overadvance. If at any time the aggregate principal amount of all outstanding Tranche 1 Revolving Loans,
Swingline Loans and Bid Rate Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceeds the aggregate
amount of the Tranche 1 Revolving Commitments (except due to Currency fluctuations which is governed by clause (iii) below), the
Borrower shall immediately upon demand pay to the Administrative Agent for the account of the Tranche 1 Revolving Lenders, the
amount of such excess.


 


(B)        Tranche
2 Revolving Commitment Overadvance. If at any time the aggregate principal amount of all outstanding Tranche 2 Revolving Loans
exceeds the aggregate amount of the Tranche 2 Revolving Commitments (except due to Currency fluctuations which is governed by clause
(iii) below), the Borrower shall immediately upon demand pay to the Administrative Agent for the account of the Tranche 2 Revolving
Lenders, the amount of such excess.


 


(ii)       Bid
Rate Facility Overadvance. If at any time the aggregate principal amount of all outstanding Bid Rate Loans exceeds one-half
of the aggregate amount of all Tranche 1 Revolving Commitments at such time, then the Borrower shall immediately pay to the Administrative
Agent for the accounts of the applicable Lenders the amount of such excess.


 


(iii)       Prepayments
Due to Currency Fluctuations. The Administrative Agent shall calculate the Dollar Equivalent of the Tranche 1 Revolving Credit
Exposure and the Tranche 2 Revolving Credit Exposure (but only with respect to Revolving Loans of such Class denominated in a Foreign
Currency) on each applicable Revaluation Date. If on the Revaluation Date that occurs on the last day of an Interest Period, or
such other times as the Administrative Agent may determine in its reasonable discretion, such calculation reflects that, as of
such Revaluation Date, the Dollar Equivalent of such Class of Revolving Credit Exposure exceeds an amount equal to 105% of the
Revolving Commitments of such Class then in effect, then, within 5 Business Days after notice of such calculation from the Administrative
Agent to the Borrower, the Borrower shall prepay the Foreign Currency Rate Loans of such Class in an aggregate amount sufficient
to reduce the Tranche 1 Revolving Credit Exposure or Tranche 2 Revolving Credit Exposure, as applicable, of Foreign Currency Rate
Loans of such Class as of such date of payment to an amount not exceeding 100% of the Revolving Commitments of such Class of Foreign
Currency Rate Loans then in effect.


 


(iv)       Application
of Mandatory Prepayments. Amounts paid under the preceding subsections (b)(i)(A) and (b)(iii) (in the case of any prepayment
of Tranche 1 Revolving Loans or Cash Collateralization of Letter of Credit Liabilities), shall be applied to pay all amounts of
principal outstanding on the Tranche 1 Revolving Loans, the Swingline Loans and any Reimbursement Obligations pro rata in accordance
with Section 3.2. and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into
the Letter of Credit Collateral Account for application to any Reimbursement Obligations. Amounts paid under the preceding subsections (b)(i)(B)
and (b)(iii) (in the case of any prepayment of Tranche 2 Revolving Loans) shall be applied to pay all amounts of principal outstanding
on the Tranche 2 Revolving Loans pro rata in accordance with Section 3.2. Amounts paid under the preceding subsection (b)(ii)
shall be applied in accordance with Section 3.2.(g). If the Borrower is required to pay any outstanding LIBOR Loans, Bid Rate
Loans or Foreign Currency Rate Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the
Borrower shall pay all amounts due, if any, under Section 5.4.


 






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(c)       No
Effect on Derivatives Contracts. No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s
obligations under any Derivatives Contracts entered into with respect to the Loans.


 


Section 2.10.
Continuation.


 


So long as no Event
of Default exists, the Borrower may on any Business Day, with respect to any LIBOR Loan or Foreign Currency Rate Loan, elect to
maintain such Loan or any portion thereof as a LIBOR Loan or Foreign Currency Rate Loan, as applicable, by selecting a new Interest
Period for such Loan. Each Continuation of LIBOR Loans or Foreign Currency Rate Loans of the same Class shall be in an aggregate
minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and each new Interest Period selected
under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest
Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than, 9:00 a.m.
Pacific time on the third Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation
shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying
(a) the proposed date of such Continuation, (b) the LIBOR Loans or Foreign Currency Rate Loans and Currency, as applicable,
Class and portions thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which
shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of
Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation,
the Administrative Agent shall notify each Lender holding Loans being Continued of the proposed Continuation. If the Borrower shall
fail to select in a timely manner a new Interest Period for any LIBOR Loan or Foreign Currency Rate Loan in accordance with this
Section, such Loan will automatically, on the last day of the current Interest Period therefor, Continue as a LIBOR Loan or Foreign
Currency Rate Loan, as applicable, with an Interest Period of one month; provided, however that if an Event of Default
exists, (i) each such LIBOR Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base
Rate Loan notwithstanding the first sentence of Section 2.11. or the Borrower’s failure to comply with any of the terms
of such Section and (ii) each such Foreign Currency Rate Loan shall automatically, on the last day of the current Interest Period
therefor, Continue as a Foreign Currency Rate Loan with an Interest Period of one month.


 


Section 2.11.
Conversion.


 


The Borrower may on
any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic
mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided,
however, that (i) a Base Rate Loan may not be Converted into a LIBOR Loan if an Event of Default exists and (ii) Loans of
other Types shall not be converted into Foreign Currency Rate Loans or vice versa. Each Conversion of Base Rate Loans of the same
Class into LIBOR Loans of the same Class shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000
in excess of that amount. Each such Notice of Conversion shall be given not later than 9:00 a.m. Pacific time 3 Business Days
prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall
notify each Lender holding Loans being Converted of the proposed Conversion. Subject to the restrictions specified above, each
Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion
specifying (a) the requested date of such Conversion, (b) the Type and Class of Loan to be Converted, (c) the portion
of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion
is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable
by and binding on the Borrower once given.


 






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Section 2.12.
Notes.


 


(a)       Notes.
Except in the case of a Lender that has notified the Administrative Agent in writing that it elects not to receive any Notes, (i) the
Revolving Loans made by each Revolving Lender shall, in addition to this Agreement, also be evidenced by a Revolving Note, or a
replacement Revolving Note, as applicable, payable to such Revolving Lender in a principal amount equal to the amount of its Tranche
1 Revolving Commitment or Tranche 2 Revolving Commitment, as applicable, as originally in effect and otherwise duly completed,
(ii) the Bid Rate Loans made by a Tranche 1 Revolving Lender to the Borrower shall, in addition to this Agreement, also be
evidenced by a Bid Rate Note, or replacement Bid Rate Note, as applicable, payable to such Tranche 1 Revolving Lender and (iii) the
Term Loans made by a Term Loan Lender shall, in addition to this Agreement, also be evidenced by a Term Note, or replacement Term
Note, as applicable, payable to such Term Loan Lender in a principal amount equal to the amount of such Lender’s Tranche
A Term Loans or Tranche B Term Loans as originally in effect, as applicable, and otherwise duly completed. The Swingline Loans
made by a Swingline Lender to the Borrower shall, in addition to this Agreement, also be evidenced by a Swingline Note, or replacement
Swingline Note, as applicable, payable to the applicable Swingline Lender.


 


(b)       Records.
The date, amount (including Currency), interest rate, Class, Type and duration of Interest Periods (if applicable) of each Loan
made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender
on its books and such entries shall be binding on the Borrower absent manifest error; provided, however, that (i)
the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents
and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative
Agent in the Register, in the absence of manifest error, the statements of account maintained by the Administrative Agent in the
Register shall be controlling.


 


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


 


Section 2.13.
Voluntary Reductions of the Revolving Commitments.


 


The Borrower shall
have the right to terminate or reduce the aggregate unused amount of the Tranche 1 Revolving Commitments (for which purpose use
of the Tranche 1 Revolving Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and
the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) and the Tranche 2 Revolving Commitments,
on a pro rata basis, at any time and from time to time without penalty or premium upon not less than 5 Business Days prior written
notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof
and the amount of any such reduction (which in the case of any partial reduction of Revolving Commitments shall not be less than
$10,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given
and effective only upon receipt by the Administrative Agent (“Prepayment Notice”); provided, that a Prepayment
Notice providing for termination of the Revolving Commitments may state that such Prepayment Notice is conditioned on the closing
of other financing facilities, in which case such Prepayment Notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the date such termination of the Revolving Commitments is to become effective) if such condition is not satisfied.
Promptly after receipt of a Prepayment Notice, the Administrative Agent shall notify each


 






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Revolving Lender of the proposed termination
or reduction. Revolving Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. If
the Revolving Commitments are terminated or reduced to zero, the Borrower shall pay all fees on the Revolving Commitments so reduced
or terminated that have accrued to the date of such reduction or termination to the Administrative Agent for the account of the
Revolving Lenders, including but not limited to any applicable compensation due to any Lender in accordance with Section 5.4.


 


Section 2.14.
Extension of Revolving Termination Date.


 


The Borrower may, not
more than two times, request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date
by 6 months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent
at least 30 days but not more than 120 days prior to the current Revolving Termination Date, a written request for such extension
(a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension
Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall
be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the
fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect
thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made
by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all
material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation
or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as
if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier
date (in which case such representations and warranties shall have been true and correct in all material respects (except in the
case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true
and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly
permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6.
and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of
any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate
from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses
(x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.


 


Section 2.15.
Expiration Date of Letters of Credit Past Revolving Commitment Termination.


 


If on the date the
Revolving Commitments are terminated or reduced to zero (whether voluntarily, by reason of the occurrence of an Event of Default
or otherwise) there are any Letters of Credit outstanding hereunder and the aggregate Stated Amount of such Letters of Credit exceeds
the balance of available funds on deposit in the Letter of Credit Collateral Account, then the Borrower shall, on such date, Cash
Collateralize such Letters of Credit in the amount of such excess.


 


Section 2.16.
Amount Limitations.


 


Notwithstanding any
other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, no Tranche 1 Revolving Lender
shall make any Bid Rate Loan, the Issuing Banks shall not be required to issue Letters of Credit and no reduction of any Class
of Revolving Commitments pursuant to Section 2.13. shall take effect, if immediately after the making of such Loan, the issuance
of such Letter of Credit or such reduction in such Class of Revolving Commitments:


 






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(a)       (i)
the aggregate principal Dollar Equivalent of all outstanding Tranche 1 Revolving Loans, Bid Rate Loans and Swingline Loans, together
with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Tranche 1 Revolving Commitments
at such time or (ii) the aggregate principal Dollar Equivalent of all outstanding Tranche 2 Revolving Loans would exceed the aggregate
amount of the Tranche 2 Revolving Commitments at such time; or


 


(b)       the
aggregate principal amount of all outstanding Bid Rate Loans would exceed 50.0% of the aggregate amount of the Tranche 1 Revolving
Commitments at such time.


 


Section 2.17.
Increase in Tranche 1 Revolving Commitments.


 


The Borrower shall
have the right at any time after the Effective Date and prior to the Revolving Termination Date to request increases in the aggregate
amount of the Tranche 1 Revolving Commitments by providing written notice thereof to the Administrative Agent, which notice shall
be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount
of the Tranche 1 Revolving Commitments shall not exceed $3,700,000,000. Each such increase in the Tranche 1 Revolving Commitments
must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof (or, in each case, in
such less amounts as may be acceptable to the Administrative Agent and the Borrower). The Administrative Agent, in consultation
with the Borrower, shall manage all aspects of the syndication of such increase in the Tranche 1 Revolving Commitments so as to
achieve a syndication of such increase reasonably satisfactory to the Administrative Agent and the Borrower, including decisions
as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached
with respect to any such increase and the allocations of any increase in the Tranche 1 Revolving Commitments among such existing
Lenders and/or other banks, financial institutions and other institutional lenders, in each case, as reasonably agreed to by the
Administrative Agent and the Borrower. No Lender shall be obligated in any way whatsoever to increase its Tranche 1 Revolving Commitment
or provide a new Tranche 1 Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such
requested increase must be an Eligible Assignee. If a new Tranche 1 Revolving Lender becomes a party to this Agreement, or if any
existing Tranche 1 Revolving Lender is increasing its Tranche 1 Revolving Commitment, such Lender shall on the date it becomes
a Tranche 1 Revolving Lender hereunder (or in the case of an existing Tranche 1 Revolving Lender, increases its Tranche 1 Revolving
Commitment) (and as a condition thereto) purchase from the other Tranche 1 Revolving Lenders its Tranche 1 Revolving Commitment
Percentage (determined with respect to the Tranche 1 Revolving Lenders’ respective Tranche 1 Revolving Commitments after
giving effect to the increase of the Tranche 1 Revolving Commitments) of any outstanding Tranche 1 Revolving Loans, by making available
to the Administrative Agent for the account of such other Tranche 1 Revolving Lenders, in same day funds, an amount equal to (A) the
portion of the outstanding principal amount of such Tranche 1 Revolving Loans to be purchased by such Lender, plus (B) the
aggregate amount of payments previously made by the other Tranche 1 Revolving Lenders under Section 2.4.(j) that have not
been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal
amount of such Tranche 1 Revolving Loans. The Borrower shall pay to the Tranche 1 Revolving Lenders amounts payable, if any, to
such Lenders under Section 5.4. as a result of the prepayment of any such Tranche 1 Revolving Loans. Effecting any increase
of the Tranche 1 Revolving Commitments under this Section is subject to the following conditions precedent: (x) no Default
or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made
or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true
and correct in all material respects (except in the case of a representation or warranty qualified by materiality,


 






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in which case
such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the
extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations
and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified
by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such
earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder or waived or consented
to by the applicable Lenders in accordance with the provisions of Section 13.6., and (z) the Administrative Agent shall
have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered
to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of each Loan Party of (A) in the case of
the Borrower, all corporate or other necessary action taken by the Borrower to authorize such increase and (B) in the case of each
Guarantor, all corporate or other necessary action taken by such Guarantor authorizing the guaranty of such increase; (ii) an
opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such
matters with respect to the increase of the Tranche 1 Revolving Commitments as reasonably requested by the Administrative Agent;
and (iii) except in the case of a Lender that has requested not to receive Notes, new Tranche 1 Revolving Notes and/or Bid Rate
Notes executed by the Borrower, payable to any such new Tranche 1 Revolving Lenders and replacement Tranche 1 Revolving Notes and/or
Bid Rate Notes, as applicable, executed by the Borrower, payable to any such existing Tranche 1 Revolving Lenders increasing their
respective Tranche 1 Revolving Commitments, in each case, in the amount of such Lender’s Tranche 1 Revolving Commitment at
the time of the effectiveness of the applicable increase in the aggregate amount of the Tranche 1 Revolving Commitments. In connection
with any increase in the aggregate amount of the Tranche 1 Revolving Commitments pursuant to this Section 2.17. any Lender
becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request
and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America,
provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary
for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws, including without
limitation, the Patriot Act.


 


Section 2.18.
Funds Transfer Disbursements.


 


The Borrower hereby
authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant
to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement
Instruction Agreement.


 


 


Article III. Payments,
Fees and Other General Provisions


 


Section 3.1.
Payments.


 


(a)       Payments
by Borrower. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to
be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in the Currency in which the related
Loans were made (or in the case of any other Obligations, in the Currency originally disbursed (or if none of the foregoing is
applicable, in Dollars)), in Same Day Funds, without setoff, deduction or counterclaim (excluding Taxes required to be withheld
pursuant to Section 3.10.), to the Administrative Agent at the Principal Office, not later than 11:00 a.m. Pacific time on
the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been
made on the next succeeding Business Day). Subject to Section 11.5., the Borrower shall, at the time of making each payment under
this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to
which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement
or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions
provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending
Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank 


 






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under this
Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring
instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing
Bank. If the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bank, as the case may be, within
one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate
per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or
any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next
succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period
of such extension.


 


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


 


Section 3.2.
Pro Rata Treatment.


 


Except to the extent
otherwise provided herein: (a) each borrowing from the Revolving Lenders under Sections 2.1.(a), 2.4.(e) and 2.5.(e)
shall be made from the applicable Class of Revolving Lenders, each payment of the fees under Sections 3.5.(b), the first sentence
of 3.5.(c), and 3.5.(e) shall be made for the account of the Revolving Lenders of the applicable Class, and each termination or
reduction of the amount of the applicable Class of Revolving Commitments under Section 2.13. shall be applied to the respective
Class of Revolving Commitments of the applicable Class of Revolving Lenders, pro rata according to the amounts of their respective
Revolving Commitments of such Class; (b) each payment or prepayment of principal of Revolving Loans shall be made for the
account of the Revolving Lenders of the applicable Class pro rata in accordance with the respective unpaid principal amounts of
the Revolving Loans of such Class held by them; provided that, subject to Section 3.9., if immediately prior to giving
effect to any such payment in respect of any Class of Revolving Loans the outstanding principal amount of the Revolving Loans of
such Class shall not be held by the Revolving Lenders of such Class pro rata in accordance with their respective Revolving Commitments
of such Class in effect at the time such Revolving Loans were made, then such payment shall be applied to the Revolving Loans of
such Class in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans
of such Class being held by the Revolving Lenders of such Class pro rata in accordance with such respective Revolving Commitments;
(c) [reserved]; (d) each payment or prepayment of principal of Term Loans shall be made for the account of the Term Loan
Lenders of the applicable Class pro rata in accordance with the respective unpaid principal amounts of the Term Loans of such Class
held by them; (e) each payment of interest on Loans of a Class shall be made for the account of the Lenders of such Class
pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective Lenders;
(f) the Conversion and Continuation of Loans of a particular Type and Class (other than Conversions provided for by Sections 5.1.(c)
and 5.5.) shall be made pro rata among the Lenders of such Class according to the amounts of their respective Loans of such Class
and the then current Interest Period for each such Lender’s portion of each such Loan of such Type and Class shall be coterminous;
(g) each prepayment of principal of Bid Rate Loans pursuant to Section 2.9.(b)(iv) shall be made for account of the Lenders
then


 






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owed Bid Rate Loans pro rata in accordance with the respective unpaid principal amounts of the Bid Rate Loans then owing to
each such Lender; (h) the Tranche 1 Revolving Lenders’ participation in, and payment obligations in respect of, Swingline
Loans under Section 2.5., shall be in accordance with their respective Tranche 1 Revolving Commitment Percentages; and (i) the
Tranche 1 Revolving Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.4.,
shall be in accordance with their respective Tranche 1 Revolving Commitment Percentages. All payments of principal, interest, fees
and other amounts in respect of the Swingline Loans shall be for the account of the applicable Swingline Lender only (except to
the extent any Tranche 1 Revolving Lender shall have acquired a participating interest in any such Swingline Loan pursuant to Section 2.5.(e),
in which case such payments shall be pro rata in accordance with such participating interests).


 


Section 3.3.
Sharing of Payments, Etc.


 


If a Lender shall obtain
payment of any principal of, or interest on, any Loan of a Class made by it to the Borrower under this Agreement or shall obtain
payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s
lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by
or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment
should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such
Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such
Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such
other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the
Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by
such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5.,
as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of
participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender
of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of
such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation
as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein
shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits
of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.


 


Section 3.4.
Several Obligations.


 


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


 


Section 3.5.
Fees.


 


(a)       Closing
Fee. On the Effective Date, the Borrower agrees to pay to the Administrative Agent, the Lead Arrangers and each Lender all
fees as have been agreed to in writing by the Borrower, the Administrative Agent and the Lead Arrangers.


 


(b)       Revolving
Facility Fees. During the period from the Effective Date to but excluding the Revolving Termination Date, the Borrower agrees
to pay to the Administrative Agent for the account of


 






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the Revolving Lenders of each Class of Revolving Loans a facility fee in
Dollars equal to the daily aggregate amount of the Revolving Commitments of such Class (whether or not utilized) times a rate per
annum equal to the Applicable Revolving Facility Fee. Such fee shall be payable quarterly in arrears on the first day of each January,
April, July and October during the term of this Agreement and on the Revolving Termination Date or any earlier date of termination
of the Revolving Commitments of such Class or reduction of the Revolving Commitments of such Class to zero. The Borrower acknowledges
that the fee payable hereunder is a bona fide commitment fee and is intended as reasonable compensation to the Revolving Lenders
for committing to make funds available to the Borrower as described herein and for no other purposes.


 


(c)       Letter
of Credit Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Tranche 1 Revolving Lender a
letter of credit fee in Dollars at a rate per annum equal to the Applicable Margin for Tranche 1 Revolving Loans that are LIBOR
Loans times the daily average Stated Amount of each Letter of Credit for the period from and including the date of issuance of
such Letter of Credit (x) to and including the date such Letter of Credit expires or is cancelled or terminated or (y) to
but excluding the date such Letter of Credit is drawn in full; provided, however, that notwithstanding anything to
the contrary contained herein, during any period that the Post-Default Rate is payable in accordance with Section 2.6.(a), such
letter of credit fees shall accrue at the rate per annum equal to the Applicable Margin for Tranche 1 Revolving Loans that are
LIBOR Loans as set forth above plus 2.00% per annum. In addition to such fees, the Borrower shall pay to each Issuing Bank
solely for its own account, a fronting fee in Dollars in respect of each Letter of Credit issued by such Issuing Bank equal to
one-eighth of one percent (0.125%) of the initial Stated Amount of such Letter of Credit; provided, however, in no
event shall the aggregate amount of such fee in respect of any Letter of Credit be less than $500. The fees provided for in this
subsection shall be nonrefundable and payable, in the case of the fee provided for in the first sentence, in arrears (i) quarterly
on the first day of January, April, July and October, (ii) on the Revolving Termination Date, (iii) on the date the Revolving
Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Administrative Agent
and in the case of the fee provided for in the second sentence, at the time of issuance of such Letter of Credit. The Borrower
shall pay directly to the applicable Issuing Bank from time to time on demand all commissions, charges, costs and expenses in the
amounts customarily charged or incurred by such Issuing Bank from time to time in like circumstances with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or any other transaction relating thereto.


 


(d)       Bid
Rate Loan Fees. The Borrower agrees to pay to the Administrative Agent such fees for services rendered by the Administrative
Agent in connection with the Bid Rate Loans as shall be separately agreed upon between the Borrower and the Administrative Agent.


 


(e)       Revolving
Extension Fee. Each time the Borrower exercises its right to extend the Revolving Termination Date in accordance with Section 2.14.,
the Borrower shall pay to the Administrative Agent for the account of each Revolving Lender a fee in Dollars equal to five-eightieths
of one percent (0.0625%) of the amount of such Revolving Lender’s Revolving Commitment of each Class (whether or not utilized).
Such fee shall be paid to the Administrative Agent prior to, and as a condition to, such extension.


 


(f)       Administrative
and Other Fees. The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the
Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.


 


Section 3.6.
Computations.


 


Unless otherwise expressly
set forth herein, any accrued interest on any Loan denominated in Dollars, any Fees or any other Obligations due hereunder shall
be computed on the basis of a year of 360


 






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days and the actual number of days elapsed. All computations of interest for Revolving
Loans denominated in Sterling, Australian Dollars, Hong Kong Dollars, Singapore Dollars, Canadian Dollars and any other Foreign
Currency where the practice in the relevant foreign market is to compute interest on the basis of a year of 365 or 366 days, as
the case may be, shall, in each case, be computed on the basis of a year of 365 or 366 days, as the case may be, in each case for
the actual number of days elapsed. All computations of interest on Revolving Loans denominated in Yen or any other Foreign Currency
where the practice in the relevant foreign market is to compute interest on the basis of a year of 360 days shall be computed on
the basis of a year of 360 days and the actual number of days elapsed.


 


Section 3.7.
Usury.


 


In no event shall the
amount of interest due or payable on the Loans or other Obligations exceed the maximum rate of interest allowed by Applicable Law
and, if any such payment is paid by the Borrower or any other Loan Party or received by any Lender, then such excess sum shall
be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects
to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and
the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid
by the Borrower under Applicable Law. The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower
for the use of money in connection with this Agreement is and shall be the interest specifically described in Sections 2.6.(a)(i)
through (iv) and, with respect to Swingline Loans, in Section 2.5.(c). Notwithstanding the foregoing, the parties hereto further
agree and stipulate that all agency fees, syndication fees, facility fees, ticking fees, closing fees, letter of credit fees, underwriting
fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and
reimbursement for costs and expenses paid by the Administrative Agent or any Lender to third parties or for damages incurred by
the Administrative Agent or any Lender, in each case, in connection with the transactions contemplated by this Agreement and the
other Loan Documents, are charges made to compensate the Administrative Agent or any such Lender for underwriting or administrative
services and costs or losses performed or incurred, and to be performed or incurred, by the Administrative Agent and the Lenders
in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. All charges other
than charges for the use of money shall be fully earned and nonrefundable when due.


 


Section 3.8.
Statements of Account; Bill Lead Date Request.


 


(a)       The
Administrative Agent will account to the Borrower monthly with a statement of Loans, accrued interest and Fees, charges and payments
made pursuant to this Agreement and the other Loan Documents, and, subject to the entries in the Register, which shall be controlling,
such account rendered by the Administrative Agent shall be deemed conclusive upon the Borrower absent manifest error. The failure
of the Administrative Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its
Obligations.


 


(b)       By
written notice to the Administrative Agent, the Borrower may request to receive monthly billings on a date (the “Bill Lead
Date”) that is prior to the first day of a month. The Administrative Agent will submit to the Borrower monthly billings,
which will consist of the actual interest and principal due through the Bill Lead Date plus projected interest and principal
due through the balance, if any, of such month. Any necessary adjustments in the applicable interest rate and/or principal payments
due or made between a Bill Lead Date and the end of a month will be reflected as an additional charge (or credit) in the billing
for the next following month. Neither the failure of the Administrative Agent to submit a Bill Lead Date billing nor any error
in any such billing will excuse the Borrower’s obligation to make full payment of all amounts due under this Agreement. In
its sole discretion, the Administrative Agent may cancel or modify the terms of such request which cancellation or modification
will be effective upon written


 






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notification to the Borrower. Should the Borrower request a Bill Lead Date, the Administrative Agent
shall not be required to prepare a month end invoice.


 


Section 3.9.
Defaulting Lenders.


 


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


 


(a)       Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definitions of Requisite Lenders and Requisite Class Lenders and in Section 13.6.


 


(b)       Defaulting
Lender Waterfall. Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XI. or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 13.3. shall be applied at such time or times as may
be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender
to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Tranche 1 Revolving Lender,
to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks and the Swingline Lenders
hereunder; third, in the case of a Defaulting Lender that is a Tranche 1 Revolving Lender, to Cash Collateralize the Issuing
Banks’ Fronting Exposures with respect to such Defaulting Lender in accordance with subsection (e) below; fourth,
as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which
such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released
pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans
under this Agreement and (y) in the case of a Defaulting Lender that is a Tranche 1 Revolving Lender, Cash Collateralize the
Issuing Banks’ future Fronting Exposures with respect to such Defaulting Lender with respect to future Letters of Credit
issued under this Agreement, in accordance with subsection (e) below; sixth, to the payment of any amounts owing to
the Lenders, the Issuing Banks or the Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, any Issuing Bank or any Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower
against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if
(x) such payment is a payment of the principal amount of any Loans of any Class or amounts owing by such Defaulting Lender
under Section 2.4.(j) in respect of Letters of Credit (such amounts “L/C Disbursements”), in respect of which
such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of
Credit were issued at a time when the conditions set forth in Article VI. were satisfied or waived, such payment shall be
applied solely to pay the Loans of such Class of, and L/C Disbursements owed to, all Non-Defaulting Lenders of the applicable Class
on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender
until such time as all Loans of such Class and, as applicable, funded and unfunded participations in Letter of Credit Liabilities
and Swingline Loans are held by the Tranche 1 Revolving Lenders pro rata in accordance with their respective Tranche 1 Revolving
Commitment Percentages (determined without giving effect to the immediately following subsection (d)) and all Term Loans (if
any) are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders that are Term Loan Lenders. Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are


 






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applied (or held) to pay amounts owed by a Defaulting
Lender or to post Cash Collateral pursuant to this subsection shall be deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto.


 


(c)       Certain
Fees.


 


(i)       Each
Defaulting Lender shall be entitled to receive any Fee payable under Section 3.5.(b) for any period during which that Lender
is a Defaulting Lender only to extent allocable to the sum of (1) the outstanding principal amount of the Revolving Loans funded
by it, and (2) in the case of a Defaulting Lender which is a Tranche 1 Revolving Lender, its Tranche 1 Revolving Commitment Percentage
of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).


 


(ii)       Each
Defaulting Lender that is a Tranche 1 Revolving Lender shall be entitled to receive the Fee payable under Section 3.5.(c)
for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Tranche 1 Revolving Commitment
Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following
subsection (e).


 


(iii)       With
respect to any Fee not required to be paid to any Defaulting Lender that is a Revolving Lender pursuant to the immediately preceding
clause (i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that is a Tranche 1 Revolving Lender that
portion of any such Fee otherwise payable to such Defaulting Lender that is a Tranche 1 Revolving Lender with respect to such Defaulting
Lender’s participation in Letter of Credit Liabilities or Swingline Loans that has been reallocated to such Non-Defaulting
Lender pursuant to the immediately following subsection (d), (y) pay to each Issuing Bank and each Swingline Lender,
as applicable, the amount of any such Fee otherwise payable to such Defaulting Lender that is a Tranche 1 Revolving Lender to the
extent allocable to such Issuing Bank’s or such Swingline Lender’s Fronting Exposure to such Defaulting Lender, and
(z) not be required to pay the remaining amount of any such Fee.


 


(d)       Reallocation
of Participations to Reduce Fronting Exposure. In the case of a Defaulting Lender that is a Tranche 1 Revolving Lender, all
or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities and Swingline Loans shall be reallocated
among the Non-Defaulting Lenders that are Tranche 1 Revolving Lenders in accordance with their respective Tranche 1 Revolving Commitment
Percentages (determined without regard to such Defaulting Lender’s Tranche 1 Revolving Commitment) but only to the extent
that (x) the conditions set forth in Article VI. are satisfied at the time of such reallocation, and (y) such reallocation
does not cause the aggregate Tranche 1 Revolving Credit Exposure of any Non-Defaulting Lender that is a Tranche 1 Revolving Lender
to exceed such Non-Defaulting Lender’s Tranche 1 Revolving Commitment. Subject to Section 13.20., no reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Tranche
1 Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation.


 


(e)       Cash
Collateral, Repayment of Swingline Loans.


 


(i)       If
the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the
Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay
Swingline Loans in an amount equal to the applicable Swingline Lender’s Fronting Exposure and (y) second, Cash
Collateralize each Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in this subsection.


 






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(ii)       At
any time that there shall exist a Defaulting Lender that is a Tranche 1 Revolving Lender, within 1 Business Day following the written
request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize
such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately
preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the aggregate
Fronting Exposure of such Issuing Bank with respect to Letters of Credit issued by such Issuing Bank and outstanding at such time.


 


(iii)       The
Borrower, and to the extent provided by any Defaulting Lender that is a Tranche 1 Revolving Lender, such Defaulting Lender, hereby
grant to the Administrative Agent, for the benefit of the Issuing Banks, and agree to maintain, a first priority security interest
in all such Cash Collateral as security for the obligation of Defaulting Lenders that are Tranche 1 Revolving Lenders to fund participations
in respect of Letter of Credit Liabilities, to be applied pursuant to the immediately following clause (iv). If at any time
the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative
Agent and the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the aggregate Fronting
Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time, the Borrower will, promptly
upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient
to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender that is a Tranche 1
Revolving Lender).


 


(iv)       Notwithstanding
anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit
shall be applied to the satisfaction of the obligation of a Defaulting Lender that is a Tranche 1 Revolving Lender to fund participations
in respect of Letter of Credit Liabilities (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued
on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise
be provided for herein.


 


(v)       Cash
Collateral (or the appropriate portion thereof) provided to reduce the Issuing Banks’ Fronting Exposures shall no longer
be required to be held as Cash Collateral pursuant to this subsection following (x) the elimination of the applicable Fronting
Exposure (including by the termination of Defaulting Lender status of the applicable Tranche 1 Revolving Lender), or (y) the
determination by the Administrative Agent and the Issuing Banks that there exists excess Cash Collateral; provided that,
subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the Issuing Banks may (but shall
not be obligated to) agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations
and to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security
interest granted pursuant to the Loan Documents.


 


(f)       Defaulting
Lender Cure. If the Borrower and the Administrative Agent, and solely in the case of a Defaulting Lender that is a Tranche
1 Revolving Lender, the Swingline Lenders and the Issuing Banks, agree in writing that a Lender is no longer a Defaulting Lender,
the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to
the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the
Administrative Agent may determine to be necessary to cause, as applicable, (i) the Revolving Loans of the applicable Class and,
in the case of any Defaulting Lender that is a Tranche 1 Revolving Lender, funded and unfunded participations in Letters of Credit
and Swingline Loans, to be held pro rata by the Revolving Lenders of the applicable Class in accordance with their


 






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respective Revolving
Commitment Percentages of such Class (determined without giving effect to the immediately preceding subsection (d)), and (ii) the
Term Loans (if any) to be held by the Term Loan Lenders of the applicable Class pro rata as if there had been no Defaulting Lenders
of such Class, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively
with respect to Fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.


 


(g)       New
Swingline Loans/Letters of Credit. So long as any Tranche 1 Revolving Lender is a Defaulting Lender, (i) the Swingline
Lenders shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving
effect to such Swingline Loan and (ii) no Issuing Bank shall be required to issue, extend, renew or increase any Letter of
Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.


 


(h)       Purchase
of Defaulting Lender’s Commitment; Termination of Defaulting Lender.


 


(i)       During
any period that a Lender is a Defaulting Lender, the Borrower may, by the Borrower giving written notice thereof to the Administrative
Agent, such Defaulting Lender and the other Lenders, demand that such Defaulting Lender assign its Revolving Commitments and Loans
to an Eligible Assignee subject to and in accordance with the provisions of Section 13.5.(b). No party hereto shall have any
obligation whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. In addition, any Lender who
is not a Defaulting Lender may, but shall not be obligated, in its sole discretion, to acquire the face amount of all or a portion
of such Defaulting Lender’s Revolving Commitments and Loans via an assignment subject to and in accordance with the provisions
of Section 13.5.(b). In connection with any such assignment, such Defaulting Lender shall promptly execute all documents reasonably
requested to effect such assignment, including an appropriate Assignment and Assumption and, notwithstanding Section 13.5.(b),
shall pay to the Administrative Agent an assignment fee in the amount of $7,500. The exercise by the Borrower of its rights under
this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent or any
of the Lenders.


 


(ii)        The
Borrower may terminate the unused amount of the Revolving Commitment of any Revolving Lender that is a Defaulting Lender upon not
less than 15 Business Days’ prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof),
and in such event the provisions of Section 3.9.(b) will apply to all amounts thereafter paid by the Borrower for the account
of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided
that (A) no Event of Default shall have occurred and be continuing, and (B) such termination shall not be deemed to be a waiver
or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender may have against
such Defaulting Lender.


 


Section 3.10.
Taxes.


 


(a)       Issuing
Banks. For purposes of this Section, the term “Lender” includes each Issuing Bank and the term “Applicable
Law” includes FATCA.


 


(b)       Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan
Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable
Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of


 






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any
Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction
or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with
Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall
be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings
applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would
have received had no such deduction or withholding been made.


 


(c)       Payment
of Other Taxes by the Borrower. The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority
in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it (within 10 days after written
demand therefor) for the payment of, any Other Taxes.


 


(d)       Indemnification
by the Borrower. The Borrower and the other Loan Parties shall jointly and severally indemnify each Recipient, within 10 days
after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on
or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted
from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)       Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after written demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or another Loan Party
has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower
and the other Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions
of Section 13.5. relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such
Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the
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 any Loan Document or otherwise payable by the Administrative
Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection. The provisions
of this subsection shall continue to inure to the benefit of an Administrative Agent following its resignation or removal as Administrative
Agent.


 


(f)       Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority
pursuant to this Section, the Borrower or such other Loan Party shall deliver to the 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.


 


(g)       Status
of Lenders.


 


(i)       Any
Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the


 






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


 


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


 


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


 


(B)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the 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 reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


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


 


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


 


(III)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal
Revenue Code, (x) a certificate substantially in the form of Exhibit S-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower
within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled


 






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foreign corporation”
described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed
originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or


 


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


 


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


 


(D)       if
a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Internal Revenue Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent
at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative
Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal
Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary
for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient
has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.
Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement. For purposes of determining withholding Taxes imposed under FATCA, from and after the date of this Agreement, the Borrower
and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as
not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


(E)       If
any successor Administrative Agent is not a U.S. Person, it shall deliver two duly completed copies of IRS Form W-8ECI (with respect
to any payments to be received on its own behalf) and IRS Form W-8IMY (for all other payments) certifying that it is a “U.S.
branch” and that the payments it receives for the account of others are not


 






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effectively connected with the conduct of its
trade or business in the United States and that it is using such form as evidence of its agreement with the Loan Parties to be
treated as a U.S. Person with respect to such payments (and the Loan Parties and Administrative Agent agree to so treat Administrative
Agent as a U.S. Person with respect to such payments), with the effect that the Loan Parties can make payments to Administrative
Agent without deduction or withholding of any Taxes imposed by the United States.


 


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


 


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


 


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


 


Article IV. Eligibility
of Properties


 


Section 4.1.
Eligibility of Properties.


 


(a)       Existing
Unencumbered Assets. Subject to compliance with the terms and conditions of Section 6.1.(a), as of the Effective Date
the parties hereto acknowledge and agree that the Properties listed on Schedule 4.1. are Unencumbered Assets as of the Effective
Date.


 


(b)       Additional
Unencumbered Assets. After the Effective Date, a Property shall be included as an Unencumbered Asset upon delivery to the Administrative
Agent of an Unencumbered Asset Certificate pursuant to Section 9.4.(d). setting forth the information required to be contained
therein and assuming that such Property is included as an Unencumbered Asset. Subject to the terms and conditions of this Agreement,
upon the Administrative Agent’s receipt of such certificate, such Property shall be included as an Unencumbered Asset.


 






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(c)       Alternative
Acceptance Procedure for Additional Unencumbered Assets. Any Property that does not satisfy all of the requirements of an Unencumbered
Asset shall be included only upon the written approval of the Requisite Lenders provided, however, that such approval shall only
be a waiver of those requirements in the definition of Unencumbered Assets specifically set forth and approved therein with respect
to such Property.


 


Section 4.2.
Termination of Designation as Unencumbered Asset.


 


A Property shall cease
to be included as an Unencumbered Asset for purposes of this Agreement if either (i) such Property ceases to satisfy the requirements
of the definition of the term “Unencumbered Assets” applicable to it (with the termination effective immediately) or
(ii) such Property is noted to have been removed as an Unencumbered Asset in an Unencumbered Asset Certificate subsequently
submitted pursuant to this Agreement (with the termination effective as of the date of receipt by the Administrative Agent of such
Unencumbered Asset Certificate). Notwithstanding the foregoing, no Property will be terminated as an Unencumbered Asset if (i) a
Default or Event of Default exists or (ii) a Default or Event of Default would exist immediately after such Property is terminated
as an Unencumbered Asset.


 


Article V. Yield Protection,
Etc.


 


Section 5.1.
Additional Costs; Capital Adequacy.


 


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


 


(b)       Additional
Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall promptly pay to the
Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to
compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining
of any LIBOR Loans, LIBOR Margin Loans or Foreign Currency Rate Loans or its obligation to make any LIBOR Loans or Foreign Currency
Rate Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents
in respect of any of such LIBOR Loans, LIBOR Margin Loans or Foreign Currency Rate Loans or such obligation or the maintenance
by such Lender of capital in respect of its LIBOR Loans, LIBOR Margin Loans or Foreign Currency Rate Loans or its Revolving Commitments
(other than any amounts included in the determination of “LIBOR” in the definition thereof) (such increases in costs
and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change
that:


 


(i)       changes
the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect
of any of such LIBOR Loans, LIBOR Margin Loans or Foreign Currency Rate Loans or its Revolving Commitments (other than Indemnified
Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes);


 






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(ii)       imposes
or modifies any reserve, special deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D
of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of
liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans, LIBOR Margin
Loans or Foreign Currency Rate Loans is determined to the extent utilized when determining LIBOR or the Foreign Currency Rate,
as applicable, for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities
of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment
of such Lender (including, without limitation, the Revolving Commitments of such Lender hereunder); or


 


(iii)       imposes
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
the Loans made by such Lender.


 


(c)       Lender’s
Suspension of LIBOR Loans, LIBOR Margin Loans and Foreign Currency Rate Loans. Without limiting the effect of the provisions
of the immediately preceding subsections (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional
Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of
such Lender that includes deposits by reference to which the interest rate on LIBOR Loans, LIBOR Margin Loans or Foreign Currency
Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that
includes LIBOR Loans, LIBOR Margin Loans or Foreign Currency Rate Loans or (ii) becomes subject to restrictions on the amount of
such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy
to the Administrative Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, LIBOR Loans
and/or the obligation of such Revolving Lender to make or Continue Foreign Currency Rate Loans and/or the obligation of a Tranche
1 Revolving Lender that has outstanding a Bid Rate Quote to make LIBOR Margin Loans hereunder shall be suspended until such Regulatory
Change ceases to be in effect (in which case the provisions of Section 5.5. shall apply).


 


(d)       Additional
Costs in Respect of Letters of Credit. Without limiting the obligations of the Borrower under the preceding subsections of
this Section (but without duplication), if as a result of any Regulatory Change or any risk-based capital guideline or other requirement
heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any Tax (other
than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes),
reserve, special deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters
of Credit and the result shall be to increase the cost to an Issuing Bank of issuing (or any Tranche 1 Revolving Lender of purchasing
participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce
any amount receivable by such Issuing Bank or any Tranche 1 Revolving Lender hereunder in respect of any Letter of Credit, then,
upon demand by such Issuing Bank or such Lender, the Borrower shall pay immediately to such Issuing Bank or, in the case of such
Lender, to the Administrative Agent for the account of such Lender, from time to time as specified by such Issuing Bank or such
Lender, such additional amounts as shall be sufficient to compensate such Issuing Bank or such Lender for such increased costs
or reductions in amount.


 


(e)       Notification
and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may
be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) in writing
of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation
under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure
of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release


 






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the Borrower from any of its
obligations hereunder; provided, further, that the Borrower shall not be required to compensate the Administrative
Agent, an Issuing Bank or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six
months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower
of the Regulatory Change giving rise to such increased costs or reductions, and of the intention of the Administrative Agent, such
Issuing Bank or such Lender to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased
costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive
effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower
(and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and
amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such
Lender, as the case may be, of the effect of any Regulatory Change shall, provided that such determinations are made on a reasonable
basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative
Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.


 


Section 5.2.
Changed Circumstances.


 


(a)        Suspension
of LIBOR Loans or Foreign Currency Rate Loans. Anything herein to the contrary notwithstanding, (x) in the case of LIBOR Loans,
unless and until a Replacement Rate is implemented in accordance with clause (c) of this Section 5.2., if on or prior to the determination
of LIBOR for any Interest Period or (y) if on or prior to the determination of the Foreign Currency Rate for any Interest Period:


 


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


 


(ii)       the
Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that quotations of interest
rates for the relevant deposits referred to in the definition of LIBOR or Foreign Currency Rate for any relevant Currency, as applicable,
are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for
LIBOR Loans or such Foreign Currency Rate Loans, as applicable, as provided herein;


 


(iii)       the
Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that the relevant rates
of interest referred to in the definition of LIBOR or Foreign Currency Rate for any relevant Currency, as applicable, upon the
basis of which the rate of interest for LIBOR Loans or such Foreign Currency Rate Loans, as applicable, for such Interest Period
is to be determined are not likely to adequately cover the cost to any Lender of making or maintaining LIBOR Loans or such Foreign
Currency Rate Loans, as applicable, for such Interest Period; or


 


(iv)       any
Tranche 1 Revolving Lender that has outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan reasonably determines (which
determination shall be conclusive absent manifest error) that LIBOR will not adequately and fairly reflect the cost to such Tranche
1 Revolving Lender of making or maintaining such LIBOR Margin Loan;


 


then the Administrative Agent shall give
the Borrower and each Lender prompt written notice thereof and, so long as such condition remains in effect, (i) the Lenders shall
be under no obligation to, and shall not,


 






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make additional LIBOR Loans or Foreign Currency Rate Loans (as applicable), Continue
LIBOR Loans or Foreign Currency Rate Loans (as applicable) or Convert Loans into LIBOR Loans and the Borrower shall, on the last
day of each current Interest Period for each outstanding LIBOR Loan or applicable Foreign Currency Rate Loan, either (A) prepay
such Loan or (B)(1) in the case of a LIBOR Loan, Convert such Loan into a Base Rate Loan or (2) in the case of a Foreign Currency
Rate Loan, exchange such Foreign Currency Rate Loan to Dollars at the Spot Rate and Convert such Loan into a Base Rate Loan and
(ii) in the case of clause (iv) above, no Tranche 1 Revolving Lender that has outstanding a Bid Rate Quote with respect to a LIBOR
Margin Loan shall be under any obligation to make such Loan.


 


(b)
       TIIE Rate. (i) If the Banco de México fails to publish the Interbank Equilibrium
Interest Rate for the applicable Interest Period on the first Business Day of such Interest Period, either temporarily or on a
definitive basis, the TIIE Rate shall be calculated applying any rate published by the Banco de México in substitution of
the applicable TIIE Rate; and (ii) if clause (i) above is not available, the TIIE Rate shall be calculated based on the annual
yield for the Interbank Equilibrium Interest Rate for a period closest to the duration of the applicable Interest Period, either
compounded or calculated based on a one, three or six month, as applicable, equivalent basis in substitution of the TIIE Rate.


 


(c)       Alternative
Rate of Interest. Notwithstanding anything to the contrary in Section 5.2.(a) above, if the Administrative Agent has made the
determination (such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 5.2.(a)(i)
or (a)(ii) have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein
is no longer a widely recognized benchmark rate for newly originated loans in the United States syndicated loan market in the applicable
currency or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental
Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific
date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans
in the United States syndicated loan market in the applicable currency, then the Administrative Agent and the Borrower shall negotiate
in good faith and endeavor to establish a replacement rate of interest (the “Replacement Rate”)
(which replacement rate of interest shall, as reasonably determined by the Administrative Agent, be generally in accordance with
similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice
generally), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate
for all purposes under the Loan Documents unless and until (A) an event described in Section 5.2.(a)(i), (a)(ii), (c)(i), (c)(ii)
or (c)(iii) occurs with respect to the Replacement Rate or (B) the Requisite Lenders (directly, or through the Administrative Agent)
notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans
bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement
and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary
or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 5.2.(c).
Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section
13.6.), such amendment shall become effective without any further action or consent of any party other than the Administrative
Agent and the Borrower so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery
of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Requisite Lenders, with each
such notice stating that such Lender objects to such amendment. To the extent the Replacement Rate is approved in connection with
this clause (c), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each
case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall
be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the
Administrative Agent shall not require the consent of, or consultation with, any of the Lenders).


 



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Section 5.3.
Illegality.


 


Notwithstanding any
other provision of this Agreement, (a) if any Lender shall determine (which determination shall be conclusive and binding) that
it is unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans or Foreign Currency Rate Loans in a particular
Currency hereunder and/or (b) if any Lender that has an outstanding Bid Rate Quote shall determine (which determination shall be
conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain LIBOR Margin Loans hereunder,
then such Lender shall promptly notify the Borrower thereof in writing (with a copy of such notice to the Administrative Agent)
and such Lender’s obligation to make or Continue LIBOR Loans or the applicable Foreign Currency Rate Loans, or to Convert
Loans of any other Type into, LIBOR Loans shall be suspended and/or such Lender’s obligation to make LIBOR Margin Loans shall
be suspended, in each case, until such time as such Lender may again make and maintain LIBOR Loans, the applicable Foreign Currency
Rate Loans or LIBOR Margin Loans, as the case may be (in which case the provisions of Section 5.5. shall be applicable).


 


Section 5.4.
Compensation.


 


The Borrower shall
pay to the Administrative Agent for the account of each Lender, within 10 days following the written request of such Lender through
the Administrative Agent, such amount or amounts as shall be sufficient to compensate such Lender for any loss, cost or expense
that the Administrative Agent reasonably determines is attributable to:


 


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


 


(b)       any
failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent
specified in Section 6.2. to be satisfied) to borrow a LIBOR Loan, a Foreign Currency Rate Loan or a Bid Rate Loan from such
Lender on the date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan or Foreign Currency
Rate Loan on the requested date of such Conversion or Continuation.


 


Not in limitation of the foregoing, such
compensation shall include, without limitation, (i) in the case of a LIBOR Loan, an amount equal to the then present value of (A)
the amount of interest that would have accrued on such LIBOR Loan for the remainder of the Interest Period at the rate applicable
to such LIBOR Loan, less (B) the amount of interest that would accrue on the same LIBOR Loan for the same period if LIBOR were
set on the date on which such LIBOR Loan was repaid, prepaid or Converted or the date on which the Borrower failed to borrow, Convert
or Continue such LIBOR Loan, as applicable, calculating present value by using as a discount rate LIBOR quoted on such date, (ii)
in the case of a Bid Rate Loan, the sum of such losses and expenses as the Lender or Designated Lender who made such Bid Rate Loan
may reasonably incur by reason of such prepayment, including without limitation any losses or expenses incurred in obtaining, liquidating
or employing deposits from third parties and (iii) in the case of a Foreign Currency Rate Loan, an amount equal to the then present
value of (A) the amount of interest that would have accrued on such Foreign Currency Rate Loan for the remainder of the Interest
Period at the rate applicable to such Foreign Currency Rate Loan, less (B) the amount of interest that would accrue on the same
Foreign Currency Rate Loan for the same period if the applicable Foreign Currency Rate were set on the date on which such Foreign
Currency Rate Loan was repaid or prepaid or the date on which the Borrower failed to borrow or Continue such Foreign Currency Rate
Loan, as applicable, calculating present value by using as a discount rate the applicable Foreign Currency Rate quoted on such
date; provided, that any such compensation shall, for the avoidance of doubt, in no event include any lost profit. Upon
the


 






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Borrower’s request, the Administrative Agent will provide to the Borrower, on behalf of any Lender seeking compensation
under this Section, a written statement setting forth in reasonable detail the basis for requesting such compensation and the method
for determining the amount thereof. Any such statement shall be conclusive absent manifest error.


 


Section 5.5.
Treatment of Affected Loans.


 


(a)        If
the obligation of any Lender to make or Continue LIBOR Loans or to Convert Base Rate Loans into LIBOR Loans shall be suspended
pursuant to Section 5.1.(c), Section 5.2. or Section 5.3. then such Lender’s LIBOR Loans shall be automatically Converted
into Base Rate Loans on the last day(s) of the then current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion
required by Section 5.1.(c), Section 5.2., or Section 5.3. on such earlier date as such Lender or the Administrative Agent,
as applicable, may specify to the Borrower in writing (with a copy to the Administrative Agent, as applicable)) and, unless and
until such Lender or the Administrative Agent, as applicable, gives written notice as provided below that the circumstances specified
in Section 5.1., Section 5.2. or Section 5.3. that gave rise to such Conversion no longer exist:


 


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


 


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


 


If such Lender or the
Administrative Agent, as applicable, gives written notice to the Borrower (with a copy to the Administrative Agent, as applicable)
that the circumstances specified in Section 5.1.(c), 5.2. or 5.3. that gave rise to the Conversion of such Lender’s
LIBOR Loans pursuant to this Section no longer exist (which such Lender or the Administrative Agent, as applicable, agrees to do
promptly upon such circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders are outstanding, then such
Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the next succeeding Interest Period(s)
for such outstanding LIBOR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding
LIBOR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their
respective Pro Rata Shares of the applicable Class of Loans.


 


(b)        If
the obligation of a Lender to make LIBOR Margin Loans shall be suspended pursuant to Section 5.1.(c) or 5.2., then the LIBOR
Margin Loans of such Lender shall be automatically due and payable on such date as such Lender may specify to the Borrower by written
notice with a copy to the Administrative Agent.


 


(c)        If
the obligation of any Revolving Lender to make or Continue Foreign Currency Rate Loans of a particular Currency shall be suspended
pursuant to Section 5.1.(c), 5.2. or 5.3. then such Revolving Lender’s Foreign Currency Rate Loans so affected shall
be automatically (unless otherwise determined by the Administrative Agent) exchanged to Dollars at the Spot Rate and Converted
into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Foreign Currency Rate Loans (or, in the
case required by Section 5.1.(c), 5.2. or 5.3. on such earlier date as such Revolving Lender or the Administrative Agent,
as applicable, may specify to the Borrower in writing (with a copy to the Administrative Agent, as applicable)).


 






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Section 5.6. Affected Lenders.


 


If (a) a Lender
requests compensation pursuant to Section 3.10. or 5.1., or is a Lender that sold a participation to a Participant that requests
compensation pursuant to Section 3.10. or 5.1., and the Requisite Lenders are not also doing the same, (b) (i) the obligation
of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to
Section 5.1.(c), 5.2. or 5.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections
or (ii) the obligation of any Revolving Lender to make or to Continue Foreign Currency Rate Loans in a particular Currency shall
be suspended pursuant to Section 5.1.(c), 5.2. or 5.3. but the obligation of the Requisite Lenders shall not have been suspended
under such Sections or (c) a Lender becomes a Non-Consenting Lender, then, so long as there does not then exist any Default
or Event of Default, the Borrower may either (i) demand that such Lender (the “Affected Lender”), and upon such
demand the Affected Lender shall promptly, assign its Revolving Commitments and Loans to an Eligible Assignee subject to and in
accordance with the provisions of Section 13.5.(b) for a purchase price equal to (x) the aggregate principal balance
of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected
Lender under Section 2.4.(j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued
but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible
Assignee or (ii) pay to the Affected Lender the aggregate principal balance of the Loans then owing to the Affected Lender,
plus the aggregate amount of payments previously made by the Affected Lender under Section 2.4.(j) that have not been repaid,
plus any accrued but unpaid interest and accrued but unpaid fees owing to the Affected Lender (or such other amount as may be mutually
agreed upon by the Borrower and such Affected Lender), and by written notice to such Affected Lender, terminate such Affected Lender’s
Revolving Commitment, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder
or under any of the other Loan Documents (but shall continue to be entitled to the benefits of Sections 3.10., 5.1., 5.4.,
13.2. and 13.9. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10. with
respect to facts and circumstances occurring prior to the effective date of such payment). Each of the Administrative Agent, the
Borrower and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this
Section, but at no time shall the Administrative Agent, such Affected Lender, any other Lender or any Titled Agent be obligated
in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower
of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative
Agent, the Affected Lender or any of the other Lenders; provided, however, that notwithstanding anything to the contrary
in this Agreement, the Borrower shall not be obligated to reimburse or otherwise pay an Affected Lender’s administrative
or legal costs incurred as a result of the Borrower’s exercise of its rights under this Section. The terms of this Section
shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender
pursuant to this Agreement (including, without limitation, pursuant to Section 3.10., 5.1. or 5.4.) with respect to any period
up to the date of replacement. In connection with any such assignment under this Section 5.6., such Affected Lender shall promptly
execute all documents reasonably requested to effect such assignment, including an appropriate Assignment and Assumption; provided
that such Affected Lenders’ failure to execute an Assignment and Assumption within five Business Days after written request
by the Borrower shall not prevent the effectiveness of such assignment.


 


Section 5.7.
Change of Lending Office.


 


Each Lender agrees
that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an
alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Section 3.10.,
5.1. or 5.3. to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not
disadvantageous to such Lender


 






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as determined by such Lender in its sole discretion, except that such Lender shall have no obligation
to designate a Lending Office located in the United States of America.


 


Section 5.8.
Assumptions Concerning Funding of LIBOR Loans, Foreign Currency Rate Loans and LIBOR Margin Loans.


 


Calculation of all
amounts payable to a Lender under this Article shall be made as though such Lender had actually funded LIBOR Loans, Foreign Currency
Rate Loans or LIBOR Margin Loans, as applicable, through the purchase of deposits in the relevant market bearing interest at the
rate applicable to such LIBOR Loans, Foreign Currency Rate Loans or LIBOR Margin Loans, in an amount equal to the amount of the
LIBOR Loans, Foreign Currency Rate Loans or LIBOR Margin Loans and having a maturity comparable to the relevant Interest Period;
provided, however, that each Lender may fund each of its LIBOR Loans, Foreign Currency Rate Loans and LIBOR Margin
Loans in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts payable under this Article.


 


Article VI. Conditions
Precedent


 


Section 6.1.
Initial Conditions Precedent.


 


The obligation of the
Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance
of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:


 


(a)        The
Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:


 


(i)        counterparts
of this Agreement executed by each of the parties hereto;


 


(ii)       Revolving
Notes, Swingline Notes, Term Notes and Bid Rate Notes (or, in each case, replacement Notes, as the case may be) executed by the
Borrower, payable to each applicable Lender (including any Designated Lender, if applicable but excluding any Lender that has requested
that it not receive Notes (other than Swingline Notes)) and complying with the terms of Section 2.12.(a);


 


(iii)      an
opinion of in-house and outside counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the
Lenders and covering such matters as the Administrative Agent may request;


 


(iv)      (A)
copies of the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership,
declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by
the Secretary of State of the state of formation of such Person (or in the case of any Loan Party other than the Borrower, any
other date acceptable to the Administrative Agent so long as such organizational documents are certified as of the Effective Date
by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party) or (B)
a certification by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan
Party that such documents have not been amended or otherwise modified since the Existing Agreement Date;


 






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(v)       a
certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by
the Secretary of State of the state of formation of each such Person;


 


(vi)      a
certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of
each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to
which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower
Notices of Revolving Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices
of Continuation;


 


(vii)     (A)
copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party
of (1) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership
agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and
(2) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery
and performance of the Loan Documents to which it is a party or (B) with respect to the items in clause (A)(1) above, a certification
by the Secretary or Assistant Secretary (or other individual performing similar functions) of the applicable Loan Party that such
documents have not been amended or otherwise modified since the Existing Agreement Date;


 


(viii)    a
Closing Certificate substantially in form of Exhibit U, executed on behalf of the Borrower by an authorized officer of the Borrower;


 


(ix)      a
Disbursement Instruction Agreement effective as of the Agreement Date;


 


(x)       evidence
that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts
due and payable to the Administrative Agent, the Lead Arrangers and any of the Lenders, including without limitation, the reasonable
fees and expenses of counsel to the Administrative Agent, have been paid; and


 


(xi)      such
other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably
request;


 


(b)        there
shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status
since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning
the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders by or on behalf of the Borrower prior to
the Agreement Date in connection with the transactions contemplated by this Agreement that has had or could reasonably be expected
to result in a Material Adverse Effect;


 


(c)        no
litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened
which is reasonably likely to be adversely determined, and, if adversely determined, could reasonably be expected to (A) result
in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially
and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to
which it is a party;


 


(d)        the
Borrower and the other Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary
filings and notices as shall be required to consummate


 






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the transactions contemplated hereby without the occurrence of any default
under, conflict with or violation of (A) any Applicable Law or (B) any agreement, document or instrument to which any
Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers,
filings and notices the receipt, making or giving of which, or the failure to make, give or receive which, would not reasonably
be likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin or impose materially burdensome conditions
on, or otherwise materially and adversely affect the ability of the Borrower or any other Loan Party to fulfill its obligations
under the Loan Documents to which it is a party;


 


(e)        the
Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender at
least 2 Business Days prior to the Agreement Date in order to comply with applicable “know your customer” and Anti-Money
Laundering Laws, including without limitation, the Patriot Act;


 


(f)         the
Borrower and each other Loan Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership
Certification in relation to such Loan Party or such Subsidiary, in each case, at least five (5) Business Days prior to the Effective
Date; and


 


(g)        all
outstanding “Revolving Loans” under and as defined in the Existing Credit Agreement shall have been repaid in full
(which, for the avoidance of doubt, shall be repaid with one or more Revolving Loans under this Agreement).


 


Section 6.2.
Conditions Precedent to All Loans and Letters of Credit.


 


The obligations of
(i) Lenders to make any Loans and (ii) the Issuing Banks to issue Letters of Credit are each subject to the further conditions
precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance
of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.16.
would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each
other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except
in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true
and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with
the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material
respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty
shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances
specifically and expressly permitted hereunder or waived or consented to by the applicable Lenders in accordance with the provisions
of Section 13.6.; (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely
Notice of Revolving Borrowing, in the case of the borrowing of a Swingline Loan, the applicable Swingline Lender shall have received
a timely Notice of Swingline Borrowing, and in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and
the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit and (d) in the case
of a Revolving Loan to be denominated in a Foreign Currency, such relevant Foreign Currency shall be readily available and freely
transferable and convertible to Dollars and there shall not have occurred any change in national or international financial, political,
or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent
would make it impracticable for such Foreign Currency Rate Loans to be made. Each Credit Event shall constitute a certification
by the Borrower to the effect set forth in the preceding sentence as of the date of the occurrence of such Credit Event. In addition,
the Borrower shall be deemed to have represented to the Administrative Agent, the Issuing Banks and the Lenders at the time any
Loan is


 






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made or any Letter of Credit is issued that all conditions to the making of such Loan or issuing of such Letter of Credit
contained in Section 6.1., solely in the case of the initial Loan made or Letter of Credit issued hereunder, whichever occurs first,
and in this Section, in the case of the making of all Loans and the issuance of all Letters of Credit have been satisfied. Unless
set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender
to the Administrative Agent for the benefit of the Administrative Agent and the Lenders that the conditions precedent for initial
Loans set forth in Sections 6.1. and 6.2. that have not previously been waived by the applicable Lenders in accordance with
the terms of this Agreement have been satisfied.


 


Article VII. Representations
and Warranties


 


Section 7.1.
Representations and Warranties.


 


In order to induce
the Administrative Agent and each Lender to enter into this Agreement and to make Loans and, in the case of the Issuing Banks,
to issue Letters of Credit, the Borrower represents and warrants to the Administrative Agent, each Issuing Bank and each Lender
as follows:


 


(a)        Organization;
Power; Qualification. Each of the Loan Parties and the other Subsidiaries is a corporation, limited liability company, partnership
or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation
or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as
now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, limited
liability company, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character
of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified
or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.


 


(b)        Ownership
Structure. Part I of Schedule 7.1.(b) is, as of the Existing Agreement Date, a complete and correct list of all Subsidiaries
of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each
Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and
(iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Existing Agreement Date,
except as disclosed in such Schedule, (A) each of the Borrower and its Subsidiaries owns, free and clear of all Liens, and
has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all
of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable
and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind
(including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting
of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other Equity
Interests of any type in, any such Person. Part II of Schedule 7.1.(b) correctly sets forth, as of the Existing Agreement
Date, all Unconsolidated Affiliates of the Borrower, including the correct legal name of such Person, the type of legal entity
which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Borrower.


 


(c)        Authorization
of Loan Documents and Borrowings. The Borrower has the right and power, and has taken all necessary action to authorize it,
to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and
has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party
in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents
to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers
of such Person and each is a legal, valid and binding obligation of such


 






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Person enforceable against such Person in accordance with
its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights
of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein or
therein and as may be limited by equitable principles generally (whether in a proceeding at law or in equity).


 


(d)        Compliance
of Loan Documents with Laws. The execution, delivery and performance of this Agreement and the other Loan Documents to which
any Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder
do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate
any Applicable Law (including all Environmental Laws) in any material respect relating to the Borrower or any other Loan Party;
(ii) conflict with, result in a breach of or constitute a default under the articles of incorporation or the bylaws of the
Borrower or the organizational or governing documents of any Loan Party, or any material indenture, agreement or other instrument
to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result
in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any
Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the other Lender Parties.


 


(e)        Compliance
with Law; Governmental Approvals. Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance
with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental
Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


(f)         Title
to Properties; Liens. Schedule 7.1.(f) is, as of September 30, 2018, a complete and correct listing of all real estate assets
of the Borrower, each other Loan Party and each other Subsidiary, setting forth, for each such Property, the current occupancy
status of such Property and whether such Property is a Development Property and, if such Property is a Development Property, the
status of completion of such Property. Except for real estate assets having a value less than $300,000,000, no assets have been
acquired during the period from September 30, 2018 to and including the Existing Agreement Date. Except for real estate assets
having a value less than $300,000,000, no assets have been disposed of during the period from September 30, 2018 to and including
the Existing Agreement Date. Schedule 4.1. is, as of March 31, 2019, a complete and correct listing of all Unencumbered Assets.
Each of the Borrower, each other Loan Party and each other Subsidiary has good, marketable (in the case of real property) and legal
title to, or a valid leasehold interest in, its respective material assets. No Unencumbered Asset is subject to any Lien other
than Permitted Liens.


 


(g)        Existing
Indebtedness; Total Liabilities. Part I of Schedule 7.1.(g) is, as of September 30, 2018, a complete and correct listing
of all Indebtedness (including all Guarantees) of each of the Borrower, the other Loan Parties and the other Subsidiaries, and
if such Indebtedness is secured by any Lien, a description of all of the property subject to such Lien. Part II of Schedule 7.1.(g)
is, as of such date, a complete and correct listing of all Total Liabilities of the Borrower, the other Loan Parties and the other
Subsidiaries (excluding any Indebtedness set forth on Part I of such Schedule). The outstanding principal amount of Indebtedness
incurred by the Borrower and its Subsidiaries during the period from September 30, 2018 to and including the Existing Agreement
Date does not exceed $300,000,000 in the aggregate.


 


(h)        Material
Contracts. Schedule 7.1.(h) is, as of June 30, 2018, a true, correct and complete listing of all Material Contracts. Copies
of any Material Contracts entered into by the Borrower or any Subsidiary during the period from the Existing Agreement Date to
and including the Agreement Date have been publicly filed by the Borrower with the SEC. As of the Agreement Date, each of the Borrower,
the other Loan Parties and the other Subsidiaries that are parties to any Material Contract has performed and is


 






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in compliance
with all of the terms of such Material Contract to the extent that the noncompliance therewith would give any other party thereto
the right to terminate such Material Contract.


 


(i)         Litigation.
Except as set forth on Schedule 7.1.(i), there are no actions, suits or proceedings pending (or, to the knowledge of any Loan
Party, are there any actions, suits or proceedings threatened) against or in any other way relating adversely to or affecting the
Borrower, any other Loan Party, any other Subsidiary or any of their respective property in any court or before any arbitrator
of any kind or before or by any other Governmental Authority which, (i) is reasonably likely to be adversely determined and,
if adversely determined, could reasonably be expected to have a Material Adverse Effect or (ii) in any manner draws into question
the validity or enforceability of any Loan Document. There are no strikes, slow downs, work stoppages or walkouts or other labor
disputes in progress or threatened relating to, any Loan Party or any other Subsidiary.


 


(j)         Taxes.
All federal, material state and other tax returns of the Borrower, each other Loan Party and each other Subsidiary required by
Applicable Law to be filed have been duly filed, and all material federal, state and other taxes, assessments and other governmental
charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which
are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 8.6.
As of the Agreement Date, none of the United States federal income tax returns of the Borrower, any other Loan Party or any other
Subsidiary is under a material tax audit. All charges, accruals and reserves on the books of the Borrower, the other Loan Parties
and the other Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP to the extent required
under GAAP.


 


(k)        Financial
Statements. The Borrower has furnished to the Administrative Agent for distribution to the Lenders copies of (i) the audited
consolidated balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal years ended December 31, 2017 and
December 31, 2018, and the related audited consolidated statements of income, equity and cash flows for the fiscal years ended
on such dates, with the opinion thereon of KPMG LLP, and (ii) the unaudited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries for the fiscal quarter ended March 31, 2019, and the related unaudited consolidated statements of
income and cash flows of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended on such date. Such financial
statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly,
in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Borrower
and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods
(subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes).
Neither the Borrower nor any of its Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities
for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would
be required to be set forth in its financial statements or notes thereto, except as referred to or reflected or provided for in
said financial statements.


 


(l)         No
Material Adverse Change. Since December 31, 2018, there have been no events, changes, circumstances or occurrences that, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The Borrower is Solvent and the Borrower and
its Subsidiaries on a consolidated basis are Solvent.


 


(m)       ERISA.


 


(i)        Except
as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement
is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect


 






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to Multiemployer Plans, each Qualified Plan has received a favorable determination letter from the IRS or is maintained under
a prototype plan and may rely upon a favorable opinion letter issued by the IRS with respect to such prototype plan, or an application
for such a letter is currently being processed by the IRS with respect thereto. To the best knowledge of the Borrower, nothing
has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion
letter.


 


(ii)       With
respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the financial
statements of the Borrower or any Subsidiary in accordance with FASB ASC 715.


 


(iii)       Except
as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event
has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of the Borrower, threatened, claims,
actions or lawsuits or other action against the Borrower by any Governmental Authority, plan participant or beneficiary with respect
to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules by the Borrower or, to the knowledge
of the Borrower, any other fiduciary with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged
in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal
Revenue Code, in connection with any Plan, that would reasonably be expected to subject any member of the Borrower or such Subsidiary
to a tax on prohibited transactions imposed by Section 502(i) of ERISA or an excise tax imposed by Section 4975 of the
Internal Revenue Code.


 


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


 


(o)        Environmental
Laws. In the ordinary course of business, and from time to time, each of the Borrower, each other Loan Party and each other
Subsidiary conducts reviews of the effect of Environmental Laws on its respective business, operations and properties. Each of
the Borrower, each other Loan Party and each other Subsidiary: (i) is in compliance with all Environmental Laws applicable
to its business, operations and the Properties, (ii) has obtained all Governmental Approvals which are required under Environmental
Laws, and each such Governmental Approval is in full force and effect, and (iii) is in compliance with all terms and conditions
of such Governmental Approvals, where with respect to each of the immediately preceding clauses (i) through (iii) the failure to
obtain or to comply with could reasonably be expected to have a Material Adverse Effect. Except for any of the following matters
that could not reasonably be expected to have a Material Adverse Effect, no Loan Party has any knowledge of, or has received notice
of, any past, present, or pending releases, events, conditions, circumstances, activities, practices, incidents, facts, occurrences,
actions, or plans that, with respect to any Loan Party or any other Subsidiary, their respective businesses, operations or with
respect to the Properties, may: (x) cause or contribute to an actual or alleged violation of or noncompliance with Environmental
Laws, (y) cause or contribute to any other potential common-law or legal claim or other liability, or (z) cause any of
the Properties to become subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law
or require the filing or recording of any notice, approval or disclosure document under any Environmental Law and, with respect
to the immediately preceding clauses (x) through (z) is based on


 






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or related to the on-site or off-site manufacture, generation,
processing, distribution, use, treatment, storage, disposal, transport, removal, clean up or handling, or the emission, discharge,
release or threatened release of any wastes or Hazardous Material, or any other requirement under Environmental Law. There is no
civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, mandate, order, lien, request,
investigation, or proceeding pending or, to the Borrower’s knowledge, threatened, against the Borrower, any other Loan Party
or any other Subsidiary relating in any way to Environmental Laws which, reasonably could be expected to have a Material Adverse
Effect. None of the Properties is listed on or proposed for listing on the National Priority List promulgated pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations, or any state or local priority
list promulgated pursuant to any analogous state or local law, except to the extent all such listings taken together could not
reasonably be expected to result in a Material Adverse Effect. To the Borrower’s knowledge, no Hazardous Materials generated
at or transported from the Properties are or have been transported to, or disposed of at, any location that is listed or proposed
for listing on the National Priority List or any analogous state or local priority list, or any other location that is or has been
the subject of a clean-up, removal or remedial action pursuant to any Environmental Law, except to the extent that such transportation
or disposal could not reasonably be expected to result in a Material Adverse Effect.


 


(p)        Investment
Company. None of the Borrower, any other Loan Party or any other Subsidiary is (i) an “investment company”
or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of
1940, as amended, or (ii) subject to any other Applicable Law which purports to regulate or restrict its ability to borrow
money or obtain other extensions of credit or to consummate the transactions contemplated by this Agreement or to perform its obligations
under any Loan Document to which it is a party.


 


(q)        Margin
Stock. None of the Borrower, any other Loan Party or any other Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying
“margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.


 


(r)         Affiliate
Transactions. As of the Agreement Date, except as set forth on Schedule 7.1.(r), and as permitted by Section 10.8., none of
the Borrower, any other Loan Party or any other Subsidiary is a party to or bound by any agreement or arrangement with any Affiliate.


 


(s)        Intellectual
Property. Except for such instances as would not, individually or in the aggregate, have a Material Adverse Effect: (1) each
of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents,
licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets
and copyrights (collectively, “Intellectual Property”) necessary to the conduct of its businesses, without known conflict
with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright,
or other proprietary right of any other Person; (2) all such Intellectual Property is fully protected and/or duly and properly
registered, filed or issued in the appropriate office and jurisdictions for such registrations, filing or issuances and (3) no
claim has been asserted by any Person with respect to the use of any such Intellectual Property by the Borrower, any other Loan
Party or any other Subsidiary, or challenging or questioning the validity or effectiveness of any such Intellectual Property.


 


(t)         Business.
As of the Agreement Date, the Borrower, the other Loan Parties and the other Subsidiaries are engaged primarily in the business
of owning, funding the development of, operating, buying, selling and managing completed commercial properties leased to third
party tenants principally, but not exclusively, on a net lease basis, together with other business activities incidental thereto.


 






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(u)        Broker’s
Fees. No broker’s or finder’s fee, commission or similar compensation will be payable with respect to the transactions
contemplated hereby. Except for Fees payable pursuant to the Fee Letter, no other similar fees or commissions will be payable by
any Loan Party for any other services rendered to the Borrower, any other Loan Party or any other Subsidiary ancillary to the transactions
contemplated hereby.


 


(v)        Accuracy
and Completeness of Information. All written information, reports and other papers and data (other than financial projections
and other forward looking statements and general economic and general industry data) furnished to the Administrative Agent, any
Issuing Bank or any Lender by, on behalf of, or at the direction of, the Borrower, any other Loan Party or any other Subsidiary,
in connection with the negotiation, preparation or execution of this Agreement or delivered hereunder from time to time, taken
as a whole, together with the information publicly filed by the Borrower or its Subsidiaries with the SEC does not, taken as a
whole, contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or, in the case of financial statements, present fairly,
in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as
at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from
normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking
statements prepared by or on behalf of the Borrower, any other Loan Party or any other Subsidiary that have been or may hereafter
be made available to the Administrative Agent or any Lender by or on behalf of the Borrower, any other Loan Party or any other
Subsidiary in connection with this Agreement (including the syndication, negotiation, preparation and execution thereof) were or
will be prepared in good faith based upon assumptions believed to be reasonable at the time made (it being understood that projections
are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurance
can be given that any particular projections will be realized and that actual results during the period or periods covered by any
such information may differ significantly from the forecasted, estimated, pro forma, project or anticipated results and assumptions,
and such differences may be material).


 


(w)       Unencumbered
Assets. Each of the Properties included in calculations of Unencumbered Asset Value qualifies as an Unencumbered Asset.


 


(x)        Not
Plan Assets; No Prohibited Transactions. None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes
“plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder.
Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29
C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of
credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or
the Internal Revenue Code.


 


(y)        Anti-Corruption
Laws; Anti-Money Laundering Laws and Sanctions.


 


(i)       None
of (1) the Borrower or any Subsidiary, any of their respective directors, officers, or, to the knowledge of the Borrower, such
other Loan Party or such other Subsidiary, any of their respective employees or Affiliates, or (2) to the knowledge of the Borrower,
any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from
the Credit Facility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) is acting on behalf of
a Sanctioned Person, (C) has its assets located in a Sanctioned Country, (D) is under administrative, civil or criminal investigation
for an alleged violation of, or received notice from any governmental entity regarding a possible violation of, Anti-Corruption
Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces


 






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Sanctions or any Anti-Corruption Laws or
Anti-Money Laundering Laws, or (E) directly or knowingly indirectly derives revenues from investments in, or transactions with,
Sanctioned Persons in violation of applicable Sanctions.


 


(ii)       Each
of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure
compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and controlled Affiliates
with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.


 


(iii)       Each
of the Borrower and its Subsidiaries, each director, officer, and to the knowledge of Borrower, employee, agent and Affiliate of
the Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material
respects and applicable Sanctions.


 


(iv)       No
proceeds of any Loans or other extensions of credit hereunder have been used, directly or indirectly, by the Borrower, any of its
Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 8.8.


 


(z)        REIT
Status. The Borrower qualifies as, and has elected to be treated as, a REIT.


 


(aa)      EEA
Financial Institution. None of the Borrower, any other Loan Party or any other Subsidiary is an EEA Financial Institution.


 


(bb)      Beneficial
Ownership Certification. As of the Effective Date, the information included in the Beneficial Ownership Certification, if delivered,
is true and correct in all respects.


 


Section 7.2.
Survival of Representations and Warranties, Etc.


 


All representations
and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Existing Agreement
Date, the Effective Date, the date on which any extension of the Revolving Termination Date is effectuated pursuant to Section 2.14.,
the date on which any increase of the Tranche 1 Revolving Commitments is effectuated pursuant to Section 2.17. and at and
as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material
respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty
shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances
specifically and expressly permitted hereunder or as waived or consented to by the applicable Lenders in accordance with Section
13.6. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of
the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.


 


Article VIII. Affirmative
Covenants


 


For so long as this
Agreement is in effect, the Borrower shall comply with the following covenants:


 


Section 8.1.
Preservation of Existence and Similar Matters.


 


Except as otherwise
permitted under Section 10.4., the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve
and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or
formation and qualify and remain qualified


 






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and authorized to do business in each jurisdiction in which the character of its properties
or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified
could reasonably be expected to have a Material Adverse Effect.


 


Section 8.2.
Compliance with Applicable Law.


 


The Borrower shall
comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower shall use, and shall cause
each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all other Persons occupying, using
or present on the Properties to comply, with all Applicable Law, including the obtaining of all Governmental Approvals, the
failure with which to comply could reasonably be expected to have a Material Adverse Effect.


 


Section 8.3.
Maintenance of Property.


 


In addition to the
requirements of any of the other Loan Documents and except as may otherwise be expressly permitted herein, the Borrower shall,
and shall cause each other Loan Party and each other Subsidiary to, protect and preserve all of its respective material properties,
including, but not limited to, all material Intellectual Property necessary to the conduct of its respective business, and maintain
in good repair, working order and condition all tangible properties, ordinary wear and tear excepted.


 


Section 8.4.
Conduct of Business.


 


The Borrower shall,
and shall cause each other Loan Party and each other Subsidiary to, carry on its respective businesses as described in Section 7.1.(t).


 


Section 8.5.
Insurance.


 


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


 


Section 8.6.
Payment of Taxes and Claims.


 


The Borrower shall,
and shall cause each other Loan Party and each other Subsidiary to, pay and discharge when due (a) all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all
lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which,
if unpaid, might become a Lien (other than a Lien not resulting in an Event of Default under Section 11.1.(h)) on any properties
of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax,
assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the
collection thereof and for which adequate reserves have been established on the books of such Person in accordance with GAAP to
the extent required by GAAP.


 


Section 8.7.
Books and Records; Inspections.


 


The
Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in
which full, true and correct entries shall be made of all dealings and


 






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transactions in relation to its business and activities.
The Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives of the Administrative
Agent or any Lender to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective
books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and
independent public accountants (in the presence of an officer of the Borrower), all at such reasonable times during business hours
and as often as may reasonably be requested and so long as no Event of Default exists, with reasonable prior notice. The Borrower
shall be obligated to reimburse the Administrative Agent and the Lenders for their reasonable costs and expenses incurred in connection
with the exercise of their rights under this Section only if such exercise occurs while a Default or Event of Default exists. The
Borrower hereby authorizes and instructs its accountants to discuss the financial affairs of the Borrower, any other Loan Party
or any other Subsidiary with the Administrative Agent or any Lender in accordance with the terms of this Section. 


 


Section 8.8.
Use of Proceeds.


 


The Borrower will use
the proceeds of Loans only (a) for the payment of pre-development and development costs incurred in connection with Properties
owned by the Borrower or any Subsidiary; (b) to finance acquisitions and equity and debt investments otherwise permitted under
this Agreement; (c) to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries
(including scheduled amortization payments on Indebtedness); and (d) to provide for the general working capital needs of the
Borrower and its Subsidiaries and for other general corporate purposes of the Borrower and its Subsidiaries (including dividends,
distributions and stock repurchases otherwise permitted under this Agreement). The Borrower shall only use Letters of Credit for
the same purposes for which it may use the proceeds of Loans. The Borrower shall not, and shall not permit any other Loan Party
or any other Subsidiary to, use any part of such proceeds, or any Letter of Credit, to purchase or carry, or to reduce or retire
or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X
of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying
any such margin stock; provided, however that, to the extent not otherwise prohibited by this Agreement or the other
Loan Documents, the Borrower may use proceeds of the Loans to purchase outstanding shares of its common stock and Preferred Stock
(to the extent such payments are permitted by Section 10.1.(c)) so long as such use will not result in any of the Loans, Letters
of Credit or other Obligations being considered to be “purpose credit” directly or indirectly secured by margin stock
within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. The Borrower will not
request any Loan, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors,
officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit, directly or to the Borrower’s
knowledge indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money,
or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in
any manner that would result in the violation of any Sanctions applicable to any party hereto.


 


Section 8.9.
Environmental Matters.


 


The Borrower shall,
and shall cause each other Loan Party and each other Subsidiary to, comply with, and to include within all leases relating to any
Property for which the Borrower, any other Loan Party or other Subsidiary is the lessor terms requiring their respective tenants
to comply with, all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse
Effect. The Borrower shall comply, and shall cause each other Loan Party and each other Subsidiary to comply, and the Borrower
shall use, and shall cause each other Loan Party and each other Subsidiary to use, commercially reasonable efforts to cause all
other Persons occupying, using or present on the Properties to


 






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


 


Section 8.10.
Further Assurances.


 


At the Borrower’s
cost and expense and upon request of the Administrative Agent, the Borrower shall, and shall cause each other Loan Party and each
other Subsidiary to, duly execute and deliver or cause to be duly executed and delivered, to the Administrative Agent such further
instruments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary or advisable
in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Agreement
and the other Loan Documents.


 


Section 8.11.
[Reserved].


 


Section 8.12.
REIT Status.


 


The Borrower shall
maintain its status as, and election to be treated as, a REIT under the Internal Revenue Code.


 


Section 8.13.
Exchange Listing.


 


The Borrower shall
maintain at least one class of common shares of the Borrower listed on the New York Stock Exchange.


 


Section 8.14.
Guarantors.


 


(a)        Requirements
to Become a Guarantor. As soon as available, and in any event within 30 days (or such later date as agreed by the Administrative
Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower
or of any other Subsidiary (other than Indebtedness owed by such Subsidiary to the Borrower or a Guarantor), the Borrower shall
deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an
Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii)
through (vii) and (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Subsidiary had been required to become a Guarantor
on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties
(A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described
in the definition of “Nonrecourse Indebtedness” and (y) a Foreign Subsidiary that only Guarantees, or otherwise becomes
obligated in respect of, Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor. In addition, the
Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to
the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession
Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii) through
(vii) and (xi) of Section 6.1.(a) and under Section 6.1.(e) if such Subsidiary had been required to become a Guarantor on
the Agreement Date. Notwithstanding the foregoing, (A) none of


 






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Crest Net Lease, Inc., its Deemed Taxable REIT Subsidiaries, ARCT
TRS Corp. or its Deemed Taxable REIT Subsidiaries shall be required to become Guarantors and (B) upon written notice from the Borrower
to the Administrative Agent and the Lenders, the Borrower may designate up to eight Taxable REIT Subsidiaries (in addition to Crest
Net Lease, Inc. and ARCT TRS Corp.) that shall not, and whose Deemed Taxable REIT Subsidiaries shall not, be required to become
Guarantors.


 


(b)        Release
of Guarantors. The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request
the Administrative Agent shall release, a Guarantor from the Guaranty so long as: (i)(A) such Guarantor is not, or simultaneously
with its release from the Guaranty will not be, required to be a party to the Guaranty under the immediately preceding subsection (a)
or (B) such Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary;
(ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the
representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any
of them is a party, shall be true and correct in all material respects (except to the extent otherwise qualified by materiality,
in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release
with the same force and effect as if made on and as of such date except to the extent that such representations and warranties
expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct
in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty
shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances
specifically and expressly permitted under the Loan Documents or waived or consented to by the applicable Lenders in accordance
with the provisions of Section 13.6.; and (iv) the Administrative Agent shall have received such written request at least
10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of
release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower
that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the
effectiveness of such request) are true and correct with respect to such request.


 


Article IX. Information


 


For so long as this
Agreement is in effect, the Borrower shall furnish to the Administrative Agent for distribution to each of the Lenders:


 


Section 9.1.
Quarterly Financial Statements.


 


As soon as available
and in any event within 5 Business Days after the same is filed with the SEC (but in no event later than 45 days after the end
of each of the first, second and third fiscal quarters of the Borrower commencing with the fiscal quarter ending June 30, 2019),
the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such period and the related unaudited
consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such period, setting forth in each case
in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall
be certified by the chief financial officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP,
the consolidated financial position of the Borrower and its Subsidiaries as at the date thereof and the results of operations for
such period (subject to normal year-end audit adjustments and the absence of footnotes).


 


Section 9.2.
Year-End Statements.


 


As soon as available
and in any event within 5 Business Days after the same is filed with the SEC (but in no event later than 75 days after the end
of each fiscal year of the Borrower), the audited consolidated


 






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balance sheet of the Borrower and its Subsidiaries as at the end
of such fiscal year and the related audited consolidated statements of income, equity and cash flows of the Borrower and its Subsidiaries
for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which
shall be (a) certified by the chief financial officer of the Borrower, in his or her opinion, to present fairly, in accordance
with GAAP and in all material respects, the financial position of the Borrower and its Subsidiaries as at the date thereof and
the result of operations for such period and (b) accompanied by the report thereon of KPMG LLP or any other independent certified
public accountants of recognized national standing whose report shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of such audit (other than due to the pending maturity
of any Indebtedness within 12 months) and who shall have authorized the Borrower to deliver such financial statements and report
to the Administrative Agent and the Lenders pursuant to this Agreement.


 


Section 9.3.
Compliance Certificate.


 


At the time the financial
statements are furnished pursuant to Sections 9.1. and 9.2., a certificate substantially in the form of Exhibit T (a
“Compliance Certificate”) executed on behalf of the Borrower by the chief financial officer of the Borrower (a) setting
forth in reasonable detail as of the end of such fiscal quarter or fiscal year, as the case may be, the calculations required to
establish whether the Borrower was in compliance with the covenants contained in Section 10.1.; and (b) stating that
no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature,
when it occurred and the steps being taken by the Borrower with respect to such event, condition or failure.


 


Section 9.4.
Other Information.


 


(a)        Promptly
upon receipt thereof, copies of all reports, if any, submitted to the Borrower or its Board of Directors by its independent public
accountants including, without limitation, any management report;


 


(b)        Within
5 Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested
by the Administrative Agent) and any registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K
(or their equivalents) and all other periodic reports which any Loan Party or any other Subsidiary shall file with the SEC or any
national securities exchange;


 


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


 


(d)        As
soon as available and in any event within 45 days after the end of each fiscal quarter of the Borrower (commencing with the fiscal
quarter ending June 30, 2019), an Unencumbered Asset Certificate setting forth the information to be contained therein as of the
last day of such fiscal quarter;


 


(e)        No
later than 90 days after the end of each fiscal year of the Borrower ending prior to the Revolving Termination Date, projected
balance sheets, operating statements and cash flow budgets of the Borrower and its Subsidiaries on a consolidated basis for each
quarter of the next succeeding fiscal year, all itemized in reasonable detail. The foregoing shall be accompanied by pro forma
calculations, together with detailed assumptions, required to establish whether or not the Borrower, and when appropriate its consolidated
Subsidiaries, will be in compliance with the covenants contained in Section 10.1. and at the end of each fiscal quarter of
the next succeeding fiscal year;


 






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(f)         If
any ERISA Event shall occur that individually, or together with any other ERISA Event that has occurred, could reasonably be expected
to have a Material Adverse Effect, a certificate of the chief executive officer or chief financial officer of the Borrower setting
forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required
or proposes to take;


 


(g)        To
the extent any Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or
investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any
arbitrator against or in any other way relating adversely to, or adversely affecting, any Loan Party or any other Subsidiary or
any of their respective properties, assets or businesses which, if determined or resolved adversely to such Person, could reasonably
be expected to have a Material Adverse Effect;


 


(h)        [Reserved];


 


(i)         Prompt
notice of any change in the business, assets, liabilities, financial condition or results of operations of any Loan Party
or any other Subsidiary which has had, or could reasonably be expected to have, a Material Adverse Effect;


 


(j)         Prompt
notice of the occurrence of any Default or Event of Default;


 


(k)        Promptly
upon entering into any Material Contract after the Agreement Date, a copy of such Material Contract and prompt notice of any event
constituting a breach of a Material Contract by the Borrower, any other Loan Party or any other Subsidiary, which breach (with
the passage of time, the giving of notice, or otherwise), would permit a counterparty to such Material Contract to terminate such
Material Contract;


 


(l)         Prompt
notice of any order, judgment or decree having been entered against any Loan Party or any other Subsidiary or any of their respective
properties or assets which has had, or could reasonably be expected to have, a Material Adverse Effect;


 


(m)       Prompt
notice of any written notification of a violation of any Applicable Law or any inquiry shall have been received by any Loan Party
or any other Subsidiary from any Governmental Authority which has had, or could reasonably be expected to have, a Material Adverse
Effect;


 


(n)        [Reserved];


 


(o)        [Reserved];


 


(p)        Promptly,
upon the Borrower becoming aware of any change in the Credit Rating, a certificate stating that the Borrower’s Credit Rating
has changed and the new Credit Rating that is in effect;


 


(q)        Promptly,
upon each request, information identifying the Borrower as a Lender may request in order to comply with applicable “know
your customer” and Anti-Money Laundering Laws, including without limitation, the Patriot Act; and


 


(r)         From
time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding
any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower,
any of its Subsidiaries, or any other Loan Party as the Administrative Agent or any Lender through the Administrative Agent may
reasonably request.


 






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Section 9.5.
Electronic Delivery of Certain Information.


 


(a)       Documents
required to be delivered pursuant to the Loan Documents may be delivered by electronic communication and delivery, including, the
Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party
website or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply
to (i) notices to any Lender (or the Issuing Banks) pursuant to Article II. (which delivery is covered by subsection (b) below)
and (ii) any Lender (or Issuing Bank) that has notified the Administrative Agent and the Borrower that it cannot or does not want
to receive electronic communications. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices
or communications. Documents or notices delivered electronically shall be deemed to have been delivered 24 hours after the date
and time on which the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial
website and the Administrative Agent or Borrower notifies each Lender of said posting and provides a link thereto provided, (x) if
such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and
time shall be deemed to have commenced as of 9:00 a.m. Pacific time on the opening of business on the next business day for the
recipient and (y) if the deemed time of delivery occurs on a day that is not a business day for the recipient, the deemed
time of delivery shall be 9:00 a.m. Pacific time on the next business day of the recipient. Notwithstanding anything contained
herein, the Borrower shall deliver paper copies (which for the avoidance of doubt may be delivered by facsimile) of any documents
to the Administrative Agent or to any Lender that requests in writing such paper copies until a written request to cease delivering
paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request
the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility
to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting
delivery to it of paper copies and maintaining its paper or electronic documents.


 


(b)       Notwithstanding
anything to the contrary in the foregoing subsection (a) and for the avoidance of doubt, (i) any documents required to be
delivered by any Loan Party pursuant to the Loan Documents may be delivered by electronic means described above, and for all purposes
hereunder, including delivery of information required under Article IX., electronic delivery of such documents by any such
Loan Party to the Administrative Agent, the Issuing Banks and the Lenders shall be deemed effective when such documents are delivered
to the Administrative Agent and such Loan Party receives an acknowledgement from the Administrative Agent (such as by the “return
receipt requested” function, as available, return email or other written acknowledgement), or if posted to a website as described
in subsection (a) above, when notice of such posting is given to the Administrative Agent (which notice may be given electronically
and deemed effective in accordance with this subsection); provided, that, in any event, any documents or notices delivered
electronically pursuant to this subsection shall be deemed delivered 24 hours after the Borrower delivers such documents or posts
such notice electronically to the Administrative Agent; provided, further, however, that (x)  if such
documents are not delivered or such notice of posting of documents to such a website is not sent during normal business hours of
the Administrative Agent, such documents or notice shall be deemed to have been sent at the opening of the next Business Day of
the Administrative Agent and (y) if the deemed time of delivery occurs on a day that is not a Business Day, the deemed time
of delivery shall be 9:00 a.m. Pacific time on the next Business Day; and (ii) documents required to be delivered pursuant to Article II.
may be delivered electronically to a website provided for such purpose by the Administrative Agent pursuant to procedures provided
to the Borrower by the Administrative Agent.


 






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Section 9.6.
Public/Private Information.


 


The Borrower shall
cooperate with the reasonable requests of the Administrative Agent in connection with the publication of certain materials and/or
information provided by or on behalf of the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be
delivered by or on behalf of the Borrower to the Administrative Agent and the Lenders (collectively, “Information Materials”)
pursuant to this Article and the Borrower shall designate Information Materials (a) that are either available to the public or
not material with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States
federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private
Information”.


 


Section 9.7.
USA Patriot Act Notice; Compliance.


 


The Patriot Act and
federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information
that identifies individuals or business entities which open an “account” with such financial institution. Consequently,
a Lender (for itself and/or as a non-fiduciary agent for all Lenders hereunder) may from time-to-time request, and the Borrower
shall, and shall cause the other Loan Parties to, provide promptly upon any such reasonable request to such Lender, such Loan Party’s
name, address, tax identification number and/or such other identification information as shall be necessary for such Lender to
comply with federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management
service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services
product.


 


Section 9.8.
Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions.


 


The
Borrower will (a) maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents with all applicable Anti-Corruption Laws, Anti-Money
Laundering Laws and Sanctions, (b) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership
Certification of any change in the information provided in the Beneficial Ownership Certification that would result in a change
to the list of beneficial owners identified therein and (c) promptly upon the reasonable request of the Administrative Agent or
any Lender, provide the Administrative Agent or such Lender, as the case may be, any information or documentation reasonably requested
by it for purposes of complying with the Beneficial Ownership Regulation.


 


Article X. Negative
Covenants


 


For so long as this
Agreement is in effect, the Borrower shall comply with the following covenants:


 


Section 10.1.
Financial Covenants.


 


(a)       Ratio
of Total Liabilities to Gross Asset Value. Except as provided in this subsection (a) below, the Borrower shall not permit the
ratio of (i) Total Liabilities of the Borrower and its Subsidiaries determined on a consolidated basis to (ii) Gross
Asset Value of the Borrower and its Subsidiaries determined on a consolidated basis to exceed 0.60 to 1.00 at the end of any fiscal
quarter of the Borrower. For purposes of calculating this ratio, (A) Total Liabilities shall be adjusted by deducting therefrom
an amount equal to the lesser of (x) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries as of the
date of determination in excess of $30,000,000 and (y) the amount of Total Liabilities that matures on or before the date
that is 24 months from the date of the calculation and (B) Gross Asset Value shall be adjusted by deducting therefrom the
amount by which Total Liabilities is adjusted under the immediately


 






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preceding clause (A). Notwithstanding the foregoing, the Borrower
shall have the option, exercisable two times during the term of this Agreement, to elect that the ratio of Total Liabilities to
Gross Asset Value may exceed 0.60 to 1.00 for any fiscal quarter in which the Borrower completes a Material Acquisition and the
immediately subsequent two fiscal quarters so long as (1) the Borrower has delivered a written notice to the Administrative Agent
that the Borrower is exercising its option under this subsection (a) and (2) the ratio of Total Liabilities to Gross
Asset Value does not exceed 0.65 to 1.00 at the end of the fiscal quarter for which such election has been made and the immediately
subsequent two fiscal quarters.


 


(b)       Ratio
of EBITDA to Fixed Charges. The Borrower shall not permit, for any period of four consecutive fiscal quarters, the ratio of
(i) EBITDA of the Borrower and its Subsidiaries determined on a consolidated basis for such period to (ii) Fixed Charges
of the Borrower and its Subsidiaries determined on a consolidated basis for such period, to be less than 1.50 to 1.00 at the end
of such fiscal quarter; provided that such ratio shall be calculated on a pro forma basis on the assumption that (A) any
Indebtedness incurred by the Borrower or any of its Subsidiaries since the first day of such four-quarter period and the application
of the proceeds therefrom (including to refinance other Indebtedness since the first day of such four-quarter period) had occurred
on the first day of such period, (B) the repayment or retirement of any other Indebtedness of the Borrower or any of its Subsidiaries
since the first day of such four-quarter period had occurred on the first day of such period (except that, in making such computation,
the amount of Indebtedness under any revolving credit facility, line of credit or similar facility shall be computed based upon
the average daily balance of such Indebtedness during such period), and (C) in the case of any acquisition or disposition by the
Borrower or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without
limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first
day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro
forma calculation; provided that, notwithstanding the foregoing, the amount of scheduled principal payments (excluding balloon,
bullet or similar payments of principal due upon the stated maturity of Indebtedness) made that are included in clause (b) of the
calculation of Fixed Charges for such period shall be determined on an actual rather than pro forma basis. If any Indebtedness
incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating
the Fixed Charges, the interest rate on such Indebtedness shall be computed on a pro forma basis as if the average interest rate
which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.


 


(c)       Dividends
and Other Restricted Payments. Subject to the following sentence, if an Event of Default exists, the Borrower shall not declare
or make, or incur any liability to make, Restricted Payments during any period of four consecutive fiscal quarters in an aggregate
amount in excess of the greater of (i) the sum of (A) 95% of Adjusted Funds From Operations of the Borrower and its Subsidiaries
determined on a consolidated basis for such period plus (B) the amount of cash distributions made to the holders of
the Borrower’s Preferred Stock for such period and (ii) the minimum amount of cash distributions required to be made
by the Borrower to its shareholders to maintain compliance with Section 8.12. and to avoid the payment of any income or excise
taxes imposed under Section 857(b)(1), 857(b)(3) or 4981 of the Internal Revenue Code; provided that the Borrower may repurchase
or redeem Preferred Stock with the net proceeds received by the Borrower from the issuance by the Borrower of Preferred Stock or
common stock. If an Event of Default under Section 11.1.(a), 11.1.(e) or 11.1.(f) shall exist, neither the Borrower nor any
Subsidiary (other than Wholly Owned Subsidiaries) shall directly or indirectly declare or make, or incur any liability to make,
any Restricted Payments other than Restricted Payments described in the immediately preceding clause (ii).


 


(d)       Ratio
of Secured Indebtedness to Gross Asset Value. The Borrower shall not permit the ratio of (i) the aggregate principal amount
of Secured Indebtedness of the Borrower and its Subsidiaries


 






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determined on a consolidated basis to (ii) Gross Asset Value
at the end of any fiscal quarter, to exceed 0.40 to 1.00 as at the end of such fiscal quarter.


 


(e)       Ratio
of Unsecured Indebtedness to Unencumbered Asset Value. Except as provided in this subsection (e) below, the Borrower shall
not permit the ratio of (i) the aggregate principal amount of Unsecured Indebtedness of the Borrower and its Subsidiaries
determined on a consolidated basis to (ii) Unencumbered Asset Value of the Borrower and its Subsidiaries determined on a consolidated
basis, to exceed 0.60 to 1.00 at the end of any fiscal quarter of the Borrower. For purposes of calculating this ratio, (A) Unsecured
Indebtedness shall be adjusted by deducting therefrom an amount equal to the lesser of (x) unrestricted cash and Cash Equivalents
of the Borrower and its Subsidiaries as of the date of determination in excess of $30,000,000 and (y) the amount of Unsecured
Indebtedness that matures on or before the date that is 24 months from the date of the calculation and (B) Unencumbered Asset
Value shall be adjusted by deducting therefrom the amount by which Unsecured Indebtedness is adjusted under the immediately preceding
clause (A). Notwithstanding the foregoing, the Borrower shall have the option, exercisable two times during the term of this Agreement,
to elect that the ratio of Unsecured Indebtedness to Unencumbered Asset Value may exceed 0.60 to 1.00 for any fiscal quarter in
which the Borrower completes a Material Acquisition and the immediately subsequent two fiscal quarters so long as (1) the Borrower
has delivered a written notice to the Administrative Agent that the Borrower is exercising its option under this subsection (b)
and (2) the ratio of Unsecured Indebtedness to Unencumbered Asset Value does not exceed 0.65 to 1.00 at the end of the fiscal
quarter for which such election has been made and the immediately subsequent two fiscal quarters.


 


Section 10.2.
Negative Pledge.


 


The Borrower shall
not, and shall not permit any other Loan Party or any other Subsidiary to, (a) create, assume, incur, or permit or suffer
to exist any Lien upon any of the Unencumbered Assets or any direct or indirect ownership interest of the Borrower in any Subsidiary
owning any Unencumbered Asset, other than Permitted Liens or (b) permit any Unencumbered Asset or any direct or indirect ownership
interest of the Borrower in any Subsidiary owning any Unencumbered Asset, to become subject to a Negative Pledge if immediately
prior to the creation, assumption, incurrence or existence of such Lien, or Unencumbered Asset or ownership interest becoming subject
to a Negative Pledge, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation,
a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.


 


Section 10.3.
Restrictions on Intercompany Transfers.


 


Other than as expressly
set forth in this Agreement, the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than
an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution
on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay
any Indebtedness owed to the Borrower or any other Subsidiary; (c) make loans or advances to the Borrower or any other Subsidiary;
or (d) transfer any of its property or assets to the Borrower or any other Subsidiary; other than (i) with respect to clauses
(a) through (d), (1) those encumbrances or restrictions contained in any Loan Document or existing by reason of Applicable
Law, (2) customary restrictions contained in the organizational documents of any Subsidiary that is not a Wholly Owned Subsidiary
(but only to the extent applicable to the Equity Interest in such Subsidiary or the assets of such Subsidiary) and (3) encumbrances
or restrictions contained in any agreement evidencing Unsecured Indebtedness so long as such encumbrances or restrictions are substantially
similar to, or not more restrictive than, those contained in the Loan Documents or, (ii) with respect to clause (d), (1) customary
provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or


 






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any other Subsidiary in
the ordinary course of business, (2) restrictions on the ability of any Loan Party or any Subsidiary to transfer, directly or indirectly,
Equity Interests (and beneficial interest therein) in any Excluded Subsidiary pursuant to the terms of any Secured Indebtedness
of such Excluded Subsidiary, (3) customary restrictions on transfer contained in leases applicable only to the property subject
to such lease, (4) restrictions on transfer contained in any agreement relating to the transfer, sale, conveyance or other
disposition of a Subsidiary or the assets of a Subsidiary permitted under this Agreement pending such transfer, sale, conveyance
or other disposition; provided that in any such case, the restrictions apply only to the Subsidiary or the assets that are
the subject of such transfer, sale, conveyance or other disposition, (5) customary non-assignment provisions or other customary
restrictions on transfer arising under licenses and other contracts entered into in the ordinary course of business; provided,
that such restrictions are limited to assets subject to such licenses and contracts and (6) restrictions on transfer contained
in any agreement evidencing Secured Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur,
assume, or permit or suffer to exist under this Agreement; provided that in any such case, the restrictions apply only to
the assets that are encumbered by such Lien.


 


Section 10.4.
Merger, Consolidation, Sales of Assets and Other Arrangements.


 


(a)       The
Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (i) enter into any transaction of
merger or consolidation or (ii) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); provided,
however, that, so long as no Default or Event of Default exists, or would result therefrom, (1) the Borrower may merge
with any of its Subsidiaries or any other Person; provided that the Borrower is the continuing or surviving Person, (2) any
Subsidiary of the Borrower may be merged or consolidated with or into any other Subsidiary of the Borrower or another Person; provided
that the surviving or continuing Person is a Subsidiary, and provided further, that (x) if either Subsidiary is a Wholly Owned
Subsidiary of the Borrower, the surviving or continuing Person is a Wholly Owned Subsidiary of the Borrower and (y) if the
Borrower is party to any such merger or consolidation, the Borrower shall be the surviving or continuing Person, (3) a Subsidiary
of the Borrower may be merged or consolidated with or into any other Person in connection with a sale or disposition permitted
by Section 10.4.(b) or an Investment permitted by Section 10.4.(c), and (4) any Subsidiary of the Borrower may dissolve, liquidate
or wind up its affairs at any time; provided that such dissolution, liquidation or winding up under this clause (4), as
applicable, would not reasonably be expected to have a Material Adverse Effect.


 


(b)       The
Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, convey, sell, lease, sublease, transfer
or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets,
or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided,
however, that, (i) the Borrower or any Subsidiary may sell, transfer, contribute or otherwise dispose of any of its
assets to the Borrower or to any other Subsidiary, (ii) any Subsidiary may convey, sell, transfer or otherwise dispose of,
in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of
or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate; provided that (x) immediately
prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto,
no Default or Event of Default is or would be in existence and (y) if the value of the assets to be conveyed, sold, transferred
or otherwise disposed of to a Person other than the Borrower or a Subsidiary exceeds the Substantial Amount, the Borrower shall
have delivered to the Administrative Agent and the Lenders (A) at least 10 Business Days’ prior written notice of such
conveyance, sale, transfer, disposition and (B) a Compliance Certificate, calculated on a pro forma basis, evidencing the
continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including
without limitation, the financial covenants contained in Section 10.1., after giving effect to such conveyance, sale, transfer,
disposition, (iii) the Borrower and the Subsidiaries may lease and sublease their respective assets, as lessor or sublessor
(as the case may be),


 






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in the ordinary course of business and may sell their respective assets in the ordinary course of business
or because such assets have become damaged, worn, obsolete or unnecessary or are no longer used or useful in their business, (iv) the
Borrower and the Subsidiaries may convey, sell, transfer or otherwise dispose of cash and cash equivalents and inventory, fixtures,
furnishings and equipment in the ordinary course of business and (v) the Borrower and the Subsidiaries may make other conveyances,
sales, transfers and other dispositions so long as immediately prior thereto, and immediately thereafter and after giving effect
thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default
resulting from a breach of Section 10.1. and if the value of the assets to be conveyed, sold, transferred or otherwise disposed
of to a Person other than the Borrower or a Subsidiary exceeds the Substantial Amount, the Borrower shall have delivered to the
Administrative Agent and the Lenders (A) at least 10 Business Days’ prior written notice of such conveyance, sale, transfer,
disposition and (B) a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the
Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial
covenants contained in Section 10.1., after giving effect to such conveyance, sale, transfer, disposition.


 


(c)       The
Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, engage in a transaction in which the
Borrower, any other Loan Party or any other Subsidiary acquires assets of any other Person for an amount exceeding the Substantial
Amount, or make an Investment in an amount exceeding the Substantial Amount in any other Person; provided, however,
that: (i) the Borrower, any other Loan Party and any other Subsidiary may, directly or indirectly, acquire (whether by purchase,
acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) assets for an amount exceeding the Substantial
Amount, or make an Investment in an amount exceeding the Substantial Amount in, any other Person, so long as (x) immediately
prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence,
including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1. and (y) the Borrower
shall have delivered to the Administrative Agent and the Lenders (A) at least 10 Business Days’ prior written notice
of such acquisition or Investments and (B) a Compliance Certificate, calculated on a pro forma basis, evidencing the continued
compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without
limitation, the financial covenants contained in Section 10.1., after giving effect to such acquisition or Investment, (ii) the
Borrower, any other Loan Party and any other Subsidiary may make any acquisition or Investment permitted by Section 10.4.(a) above
and (iii) the Borrower, any other Loan Party and any other Subsidiary may make Investments received in respect of transactions
permitted by Section 10.4.(b) above.


 


Section 10.5.
Plans.


 


The Borrower shall
not, and shall not permit any other Loan Party or any other Subsidiary to, permit any of its respective assets to become or be
deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated
thereunder.


 


Section 10.6.
Fiscal Year.


 


The Borrower shall
not, and shall not permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement
Date.


 


Section 10.7.
Modifications of Organizational Documents and Material Contracts.


 


The Borrower shall
not enter into, and shall not permit any Subsidiary or other Loan Party to enter into any amendment, supplement, restatement or
other modification or waiver of the application of any provision of its certificate or articles of incorporation or formation,
by-laws, operating agreement,


 






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declaration of trust, partnership agreement, limited liability company agreement or other applicable
organizational document if such amendment, supplement, restatement or other modification of its certificate or articles of incorporation,
articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument
(if any) that (a) is adverse to the interest of the Administrative Agent, the Issuing Banks or the Lenders in any material
respect or (b) could reasonably be expected to have a Material Adverse Effect. The Borrower shall not enter into, and shall
not permit any Subsidiary or other Loan Party to enter into, any amendment or modification to any Material Contract which could
reasonably be expected to have a Material Adverse Effect.


 


Section 10.8.
Transactions with Affiliates.


 


The Borrower shall
not, and shall not permit any other Loan Party or any other Subsidiary to, permit to exist or enter into any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate, except (a) as set
forth on Schedule 7.1.(r), (b) transactions in the ordinary course of and pursuant to the reasonable requirements of
the business of the Borrower, such other Loan Party or such other Subsidiary and upon fair and reasonable terms which are no less
favorable to the Borrower, such other Loan Party or such other Subsidiary than would be obtained in a comparable arm’s length
transaction with a Person that is not an Affiliate, (c) payments of compensation, perquisites and fringe benefits arising
out of any employment or consulting relationship in the ordinary course of business, (d) Restricted Payments not prohibited
by Section 10.1.(c), (e) transactions with Unconsolidated Affiliates relating to the provision of management services and
overhead and similar arrangements in the ordinary course of business, (f) employment and severance arrangements between the
Borrower or any of its Subsidiaries and their respective officers and employees in the ordinary course of business and transactions
pursuant to stock option plans and employee benefit plans and arrangements, (g) the payment of customary fees and reasonable
out-of-pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the
Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership, management or operation
of the Borrower and its Subsidiaries and (h) transactions between or among the Borrower and its Subsidiaries.


 


Section 10.9.
Derivatives Contracts.


 


The Borrower shall
not, and shall not permit any other Loan Party or any other Subsidiary to, enter into or become obligated in respect of Derivatives
Contracts other than (i) Derivatives Contracts entered into by the Borrower, any such Loan Party or any such Subsidiary in the
ordinary course of business and which establish an effective hedge in respect of liabilities, commitments or assets held or reasonably
anticipated by the Borrower, such other Loan Party or such other Subsidiary and (ii) any agreement, commitment or arrangement for
the sale of Equity Interests issued by the Borrower at a future date that could be discharged solely by (x) delivery of the Borrower’s
Equity Interests (other than Mandatorily Redeemable Stock), or, (y) solely at Borrower’s option made at any time, payment
of the net cash value of such Equity Interests at the time, irrespective of the form or duration of such agreement, commitment
or arrangement.


 


Article XI. Default


 


Section 11.1.
Events of Default.


 


Each of the following
shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of Applicable Law or pursuant to any judgment or order of any Governmental Authority:


 






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(a)        Default
in Payment. The Borrower or any other Loan Party shall, under this Agreement or any other Loan Document, fail to pay (whether
upon demand, at maturity, by reason of acceleration or otherwise), (i) when due, the principal on any of the Loans or any
Reimbursement Obligation or (ii) within 5 Business Days of the date the Borrower or any other Loan Party has received written
notice of such failure from the Administrative Agent, any interest or fees on any of the Loans or other payment Obligations owing
by the Borrower or any other Loan Party under this Agreement, any other Loan Document or the Fee Letter.


 


(b)        Default
in Performance.


 


(i)       Any
Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed
and contained in Section 8.1. (solely with respect to the existence of the Borrower), Section 9.4.(j) or Article X. (excluding
Section 10.8.); or


 


(ii)       Any
Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other
Loan Document to which it is a party and not otherwise mentioned in this Section, and in the case of this subsection (b)(ii) only,
such failure shall continue for a period of 30 days after the earlier of (x) the date upon which a Responsible Officer of
the Borrower or such other Loan Party obtains knowledge of such failure or (y) the date upon which the Borrower has received
written notice of such failure from the Administrative Agent.


 


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


 


(d)        Indebtedness
Cross-Default.


 


(i)       The
Borrower, any other Loan Party or any other Subsidiary shall fail to pay when due and payable the principal of, or interest on,
any Indebtedness (other than the Loans and Reimbursement Obligations and any Nonrecourse Indebtedness) having an aggregate outstanding
principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision,
a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness (other than any Nonrecourse
Indebtedness) as to which such a failure exists, of $125,000,000 or more (“Material Indebtedness”) and such failure
shall continue beyond any applicable cure periods; or


 


(ii)       (x) The
maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract
or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material
Indebtedness shall have been required to be prepaid, repurchased, redeemed or defeased prior to the stated maturity thereof; or


 


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


 






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(iv)       There
occurs an “Event of Default” under and as defined in any Derivatives Contract constituting Material Indebtedness as
to which the Borrower, any Loan Party or any other Subsidiary is a “Defaulting Party” (as defined therein), or there
occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract constituting
Material Indebtedness as a result of a “Termination Event” (as defined therein) as to which the Borrower or any of
its Subsidiaries is an “Affected Party” (as defined therein).


 


(e)       Voluntary
Bankruptcy Proceeding. The Borrower or any one or more Subsidiaries to which more than 5% of Gross Asset Value is attributable
in the aggregate shall: (i) commence a voluntary case under the Bankruptcy Code or other federal bankruptcy laws (as now or
hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating
to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent to, or fail to
contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or
other Applicable Laws or consent to any proceeding or action described in the immediately following subsection (f); (iv) apply
for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a
receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit
in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors;
(vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership
action for the purpose of effecting any of the foregoing.


 


(f)       Involuntary
Bankruptcy Proceeding. A case or other proceeding shall be commenced against the Borrower or any one or more Subsidiaries to
which more than 5% of Gross Asset Value is attributable in the aggregate in any court of competent jurisdiction seeking: (i) relief
under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; or
(ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any substantial
part of the assets, domestic or foreign, of such Person, and in the case of either clause (i) or (ii) such case or proceeding shall
continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the remedy or other relief requested
in such case or proceeding (including, but not limited to, an order for relief under such Bankruptcy Code or such other federal
bankruptcy laws) shall be entered.


 


(g)       Revocation
of Loan Documents. Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is
a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority
the validity or enforceability of any Loan Document or any Loan Document shall cease to be in full force and effect (except as
a result of the express terms thereof or the express written agreement of the parties thereto).


 


(h)       Judgment.
A judgment or order for the payment of money or for an injunction or other non-monetary relief shall be entered against the Borrower,
any other Loan Party, or any other Subsidiary by any court or other tribunal and (i) such judgment or order shall continue
for a period of 60 days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either
(A) the amount of such judgment or order for which insurance has been denied by the applicable insurance carrier exceeds,
individually or together with all other such judgments or orders entered against the Borrower, any other Loan Party or any other
Subsidiary, $125,000,000 or (B) in the case of an injunction or other non-monetary relief, such injunction or judgment or
order could reasonably be expected to have a Material Adverse Effect.


 


(i)       Attachment.
A warrant, writ of attachment, execution or similar process shall be issued against any property of the Borrower, any other Loan
Party or any other Subsidiary, which exceeds, individually or together with all other such warrants, writs, executions and processes,
$125,000,000 in


 






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amount and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for
a period of 60 days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining
such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and
substance satisfactory to the Administrative Agent pursuant to which the issuer of such bond subordinates its right of reimbursement,
contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of the Borrower, any
other Loan Party or any other Subsidiary.


 


(j)         ERISA.


 


(i)       Any
ERISA Event shall have occurred that results or could reasonably be expected to result in liability to any Loan Party aggregating
in excess of $125,000,000; or


 


(ii)       The
“benefit obligation” of all Plans exceeds the “fair market value of plan assets” for such Plans by more
than $125,000,000, all as determined, and with such terms defined, in accordance with FASB ASC 715.


 


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


 


(l)         Change
of Control.


 


(i)       Any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities
that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly
or indirectly, of more than 50.0% of the total voting power of the then outstanding voting stock of the Borrower; or


 


(ii)       During
any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12-month period
constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board or whose nomination
for election by the shareholders of the Borrower was approved by a vote of a majority of the directors then still in office who
were either directors at the beginning of such period or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office.


 


(m)       Damage;
Strike; Casualty. Any material damage to, or loss, theft or destruction of, any Property, whether or not insured, or any strike,
lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than 30 consecutive
days beyond the coverage period of any applicable business interruption insurance, the cessation or substantial curtailment of
revenue producing activities of the Borrower and its Subsidiaries, taken as a whole, and only if any such event or circumstance
could reasonably be expected to have a Material Adverse Effect.


 






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Section 11.2.
Remedies Upon Event of Default.


 


During the existence
of an Event of Default the following provisions shall apply:


 


(a)        Acceleration;
Termination of Facilities.


 


(i)       Automatic.
Upon the occurrence of an Event of Default specified in Section 11.1.(e) or 11.1.(f), (1)(A) the principal of, and all accrued
interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit
outstanding as of the date of the occurrence of such Event of Default for deposit into the Letter of Credit Collateral Account
and (C) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative
Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable
without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower on behalf
of itself and the other Loan Parties, and (2) the Revolving Commitments and the Swingline Commitment and the obligation of
the Issuing Banks to issue Letters of Credit hereunder, shall all immediately and automatically terminate.


 


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


 


(b)         Loan
Documents. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall,
exercise any and all of its rights under any and all of the other Loan Documents.


 


(c)        Applicable
Law. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise
all other rights and remedies it may have under any Applicable Law.


 


(d)        Appointment
of Receiver. To the extent permitted by Applicable Law, the Administrative Agent and the Lenders shall be entitled to the appointment
of a receiver for the assets and properties of the Borrower and its Subsidiaries, without notice of any kind whatsoever and without
regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession
of all or any portion of the Unencumbered Assets and/or the business operations of the Borrower and its Subsidiaries and to exercise
such power as the court shall confer upon such receiver.


 


(e)        Rescission
of Acceleration by Requisite Lenders. If at any time after acceleration of the maturity of the Loans and the other Obligations,
the Borrower shall pay all arrears of interest and all payments on account of principal of the Obligations which shall have become
due otherwise than by acceleration (with interest on principal and, to the extent permitted by Applicable Law, on overdue interest,
at the rates specified in this Agreement) and all Events of Default and Defaults (other than nonpayment of principal of and accrued
interest on the Obligations due and payable solely by virtue of acceleration) shall


 






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become remedied or waived to the satisfaction
of the Requisite Lenders, then by written notice to the Borrower, the Requisite Lenders may elect, in the sole discretion of such
Requisite Lenders, to rescind and annul the acceleration and its consequences. The provisions of the preceding sentence are intended
merely to bind all of the Lenders to a decision which may be made at the election of the Requisite Lenders, and are not intended
to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder,
even if the conditions set forth herein are satisfied.


 


Section 11.3.
[Reserved].


 


Section 11.4.
Marshaling; Payments Set Aside.


 


No Lender Party shall
be under any obligation to marshal any assets in favor of any Loan Party or any other party or against or in payment of any or
all of the Guaranteed Obligations. To the extent that any Loan Party makes a payment or payments to a Lender Party, or a Lender
Party enforces its security interest or exercises its right of setoff, and such payment or payments or the proceeds of such enforcement
or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required
to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable
cause, then to the extent of such recovery, the Guaranteed Obligations, or part thereof originally intended to be satisfied, and
all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.


 


Section 11.5.
Allocation of Proceeds.


 


If an Event of Default
exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under
Section 13.3.) under any of the Loan Documents in respect of any Guaranteed Obligations shall be applied in the following
order and priority:


 


(a)       to
payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney
fees, payable to the Administrative Agent in its capacity as such, each Issuing Bank in its capacity as such and each Swingline
Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Banks and Swingline Lenders in proportion to
the respective amounts described in this clause (a) payable to them;


 


(b)       to
payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and
interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to
the respective amounts described in this clause (b) payable to them;


 


(c)       to
payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans;


 


(d)       to
payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations,
ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (d) payable
to them;


 


(e)       to
payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans;


 


(f)       to
payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other
Letter of Credit Liabilities and payment


 






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obligations then owing under Specified Derivatives Contracts, ratably among the Lenders,
the Issuing Banks, the Specified Derivatives Providers in proportion to the respective amounts described in this clause (f)
payable to them; provided, however that, to the extent that any amounts available for distribution pursuant to this
clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the
Administrative Agent for deposit into the Letter of Credit Collateral Account; and


 


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


 


Notwithstanding the foregoing, Guaranteed
Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative
Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request,
from the applicable Specified Derivatives Provider, as the case may be. Each Specified Derivatives Provider not a party to this
Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged
and accepted the appointment of the Administrative Agent pursuant to the terms of Article XII. for itself and its Affiliates
as if a “Lender” party hereto.


 


Section 11.6.
Letter of Credit Collateral Account.


 


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


 


(b)       Amounts
on deposit in the Letter of Credit Collateral Account shall be invested and reinvested by the Administrative Agent in such Cash
Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be
held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the Administrative
Agent, the Issuing Banks and the Tranche 1 Revolving Lenders; provided, that all earnings on such investments will be credited
to and retained in the Letter of Credit Collateral Account. The Administrative Agent shall exercise reasonable care in the custody
and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if
such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited
with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any
necessary steps to preserve rights against any parties with respect to any funds held in the Letter of Credit Collateral Account.


 


(c)       If
a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and
the Lenders authorize the Administrative Agent to use the monies deposited in the Letter of Credit Collateral Account to reimburse
the applicable Issuing Bank for the payment made by such Issuing Bank to the beneficiary with respect to such drawing.


 


(d)       If
an Event of Default exists, the Administrative Agent may (and, if instructed by the Requisite Lenders, shall) in its (or their)
discretion at any time and from time to time elect to liquidate any such investments and reinvestments and apply the proceeds thereof
to the Obligations in accordance with


 






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Section 11.5. Notwithstanding the foregoing, the Administrative Agent shall not be required
to liquidate and release any such amounts if such liquidation or release would result in the amount available in the Letter of
Credit Collateral Account being less than the Stated Amount of all Extended Letters of Credit that remain outstanding.


 


(e)       So
long as no Default or Event of Default exists, and to the extent amounts on deposit in or credited to the Letter of Credit Collateral
Account exceed the aggregate amount of the Letter of Credit Liabilities then due and owing, the Administrative Agent shall, from
time to time, at the written request of the Borrower, deliver to the Borrower within 5 Business Days after the Administrative Agent’s
receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such
amount of the credit balances in the Letter of Credit Collateral Account as exceeds the aggregate amount of Letter of Credit Liabilities
at such time. Upon the expiration, termination or cancellation of an Extended Letter of Credit for which the Lenders reimbursed
(or funded participations in) a drawing deemed to have occurred under the fourth sentence of Section 2.4.(b) for deposit into
the Letter of Credit Collateral Account but in respect of which the Lenders have not otherwise received payment for the amount
so reimbursed or funded, the Administrative Agent shall promptly remit to the Lenders the amount so reimbursed or funded for such
Extended Letter of Credit that remains in the Letter of Credit Collateral Account, pro rata in accordance with the respective unpaid
reimbursements or funded participations of the Lenders in respect of such Extended Letter of Credit, against receipt but without
any recourse, warranty or representation whatsoever. When all of the Obligations shall have been indefeasibly paid in full and
no Letters of Credit remain outstanding, the Administrative Agent shall deliver to the Borrower, against receipt but without any
recourse, warranty or representation whatsoever, the balances remaining in the Letter of Credit Collateral Account.


 


(f)       The
Borrower shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar
services in connection with the Administrative Agent’s administration of the Letter of Credit Collateral Account and investments
and reinvestments of funds therein.


 


Section 11.7.
Performance by Administrative Agent.


 


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


 


Section 11.8.
Rights Cumulative.


 


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


 






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(b)       Enforcement
by Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority
to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested
exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively
by, the Administrative Agent in accordance with Article XI. for the benefit of all the Lenders and the Issuing Banks; provided
that the foregoing shall not prohibit (i) 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, (ii) any
Issuing Bank or any Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity
as an Issuing Bank or a Swingline Lender, as the case may be) hereunder or under the other Loan Documents, (iii) any Lender
from exercising setoff rights in accordance with Section 13.3. (subject to the terms of Section 3.3.), or (iv) any
Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative
to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting
as Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to Article XI. and (y) in addition to the matters set forth in clauses (ii)
and (iv) of the preceding proviso and subject to Section 3.3., any Lender may, with the consent of the Requisite Lenders,
enforce any rights and remedies available to it and as authorized by the Requisite Lenders.


 


Article XII. The Administrative
Agent


 


Section 12.1.
Appointment and Authorization.


 


Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s
behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative
Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the
foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents (other than this Agreement)
for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite
Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of
the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized
and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary
for any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without
limiting the generality of the foregoing, the use of the terms “Agent”, “Administrative Agent”, “agent”
and similar terms in the Loan Documents 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, use of such terms is merely
a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting
parties. The Administrative Agent shall deliver or otherwise make available to each Lender, promptly upon receipt thereof by the
Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative
Agent pursuant to Article IX. that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative
Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document,
instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any
other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made
available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly
provided for by the Loan Documents (including, without limitation, enforcement or


 






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collection of any of the Obligations), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of
the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all
Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement
to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal
liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing,
the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence
of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting
the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative
Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions
of the Requisite Lenders, or where applicable, all the Lenders.


 


Section 12.2.
Administrative Agent’s Reliance.


 


Notwithstanding any
other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its Related Parties
shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document,
except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or
therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality
of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Borrower
or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action
taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither
the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender, any Issuing
Bank or any other Person, or shall be responsible to any Lender, any Issuing Bank or any other Person for any statement, warranty
or representation made or deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement
or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under
this Agreement or any Loan Document on the part of the Borrower or other Persons, or to inspect the property, books or records
of the Borrower or any other Person; (c) shall be responsible to any Lender or any Issuing Bank for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument
or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of
the Administrative Agent on behalf of the Lender Parties in any such collateral; (d) shall have any liability in respect of any
recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document,
instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in
respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing
(which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party
or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or
attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects
in the absence of gross negligence or willful misconduct in the selection of such agent or attorney-in-fact as determined by a
court of competent jurisdiction in a final non-appealable judgment.


 






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Section 12.3.
Notice of Events of Default.


 


The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative
Agent has received notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such
Default or Event of Default and stating that such notice is a “notice of default.” If any Lender (excluding the Lender
which is also serving as the Administrative Agent) becomes aware of any Default or Event of Default, it shall promptly send to
the Administrative Agent such a “notice of default”; provided, that a Lender’s failure to provide such
a “notice of default” to the Administrative Agent shall not result in any liability of such Lender to any other party
to any of the Loan Documents. Further, if the Administrative Agent receives such a “notice of default,” the Administrative
Agent shall give prompt notice thereof to the Lenders.


 


Section 12.4.
Administrative Agent as Lender.


 


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


 


Section 12.5.
Approvals of Lenders.


 


All communications
from the Administrative Agent to any Lender requesting such Lender’s determination, consent or approval (a) shall be
given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as
to which such determination, consent or approval is requested, or shall advise such Lender where information, if any, regarding
such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved and (c) shall include,
if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials provided to
the Administrative Agent by the Borrower in respect of the matter or issue to be resolved. Unless a Lender shall give written notice
to the Administrative Agent that it specifically objects to the requested determination, consent or approval within 10 Business
Days (or such lesser or greater period as may be specifically required under the express terms of the Loan Documents) of receipt
of such communication, such Lender shall be deemed to have conclusively approved such requested determination, consent or approval.
The provisions of this Section shall not apply to any amendment, waiver or consent regarding any of the matters described in Section 13.6.(b).


 






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Section 12.6.
Indemnification of Administrative Agent.


 


Each Lender agrees
to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so) pro rata in accordance with such Lender’s respective Pro Rata Share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits and reasonable out-of-pocket costs and expenses of any kind or nature whatsoever
which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative
Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable
Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts
to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of
competent jurisdiction in a final, non-appealable judgment; provided, further, however, that no action taken
in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed
to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing,
each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so) promptly upon demand for its Pro Rata Share (determined as of the time that the applicable
reimbursement is sought) of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative
Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement
(whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities
of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan
Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent
and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental
Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative
Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt
of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally
determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements
in this Section shall survive the payment of the Loans and all other Obligations and the termination of this Agreement. If the
Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative
Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement
on a ratable basis with each Lender making any such payment.


 


Section 12.7.
Lender Credit Decision, Etc.


 


Each of the Lenders
and each Issuing Bank expressly acknowledges and agrees that neither the Administrative Agent nor any of its Related Parties has
made any representations or warranties to such Issuing Bank or such Lender and that no act by the Administrative Agent hereafter
taken, including any review of the affairs of the Borrower, any other Loan Party or any other Subsidiary or Affiliate, shall be
deemed to constitute any such representation or warranty by the Administrative Agent to any Issuing Bank or any Lender. Each of
the Lenders and each Issuing Bank acknowledges that it has made its own credit and legal analysis and decision to enter into this
Agreement and the transactions contemplated hereby, independently and without reliance upon the Administrative Agent, any other
Lender or counsel to the Administrative Agent, or any of their respective Related Parties, and based on the financial statements
of the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent
due diligence of the business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its
review of the Loan Documents, the legal opinions required to


 






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be delivered to it hereunder, the advice of its own counsel and such
other documents and information as it has deemed appropriate. Each of the Lenders and each Issuing Bank also acknowledges that
it will, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent
or any of their respective Related Parties, and based on such review, advice, documents and information as it shall deem appropriate
at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. The Administrative Agent
shall not be required to keep itself informed as to the performance or observance by the Borrower or any other Loan Party of the
Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any
other investigation of, the Borrower, any other Loan Party or any other Subsidiary. Except for notices, reports and other documents
and information expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent under this
Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender
or any Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition
or creditworthiness of the Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the
Administrative Agent or any of its Related Parties. Each of the Lenders and each Issuing Bank acknowledges that the Administrative
Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the
Administrative Agent and is not acting as counsel to any Lender or any Issuing Bank.


 


Section 12.8.
Successor Administrative Agent.


 


The Administrative
Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and
the Borrower. The Administrative Agent may be removed as administrative agent by the Required Lenders (excluding for such purpose
Loans and Revolving Commitments held by the Lender then acting as Administrative Agent) upon 30 days’ prior written notice
if the Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have
committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) the Lender then
acting as Administrative Agent has become a Defaulting Lender under clause (d) of the definition of that term. Upon any such resignation
or removal, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided
no Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed.
If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall
have accepted such appointment, within 30 days after the current Administrative Agent’s giving of notice of resignation or
having been removed, then, in the case of resignation by the Administrative Agent, the current Administrative Agent may, or in
the case of removal of the Administrative Agent, the Requisite Lenders may, on behalf of the Lenders and the Issuing Banks, appoint
a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible
Assignee and in any case shall have an office in the United States; provided that if no Lender has accepted such appointment,
then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and each
Issuing Bank directly, until such time as a successor Administrative Agent has been appointed as provided for above in this Section;
provided, further that such Lenders and such Issuing Banks so acting directly shall be and be deemed to be protected
when so acting in such capacity by all indemnities and other provisions herein for the benefit and protection of the Administrative
Agent as if each such Lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent
shall be discharged from its duties and obligations under the Loan Documents. Any resignation by


 






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or removal of an Administrative
Agent shall also constitute the resignation as an Issuing Bank and as a Swingline Lender by the Lender then acting as Administrative
Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder
(i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and a Swingline Lender hereunder
and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all
Letters of Credit issued by the Resigning Lender as Issuing Banks outstanding at the time of such succession (which letters of
credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory
to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After
any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article XII.
shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under
the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and
duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.


 


Section 12.9.
Titled Agents.


 


Each of the Lead Arrangers,
the Syndication Agents, and the Documentation Agents (each a “Titled Agent”) in each such respective capacity, assumes
no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of any of the
Loans, nor any duties as an agent hereunder for the Lenders. The titles given to the Titled Agents are solely honorific and imply
no fiduciary responsibility on the part of the Titled Agents to the Administrative Agent, any Lender, any Issuing Bank, the Borrower
or any other Loan Party and the use of such titles does not impose on the Titled Agents any duties or obligations greater than
those of any other Lender or entitle the Titled Agents to any rights other than those to which any other Lender is entitled.


 


Section 12.10. Specified Derivatives
Contracts.


 


No Specified Derivatives
Provider that obtains the benefits of Section 11.5. by virtue of the provisions hereof or of any Loan Document shall have
any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or
otherwise in respect of any Loan Document other than in its capacity as a Lender and, in such case, only to the extent expressly
provided in the Loan Documents. Notwithstanding any other provision of this Article to the contrary, the Administrative Agent shall
not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Specified Derivatives
Contracts unless the Administrative Agent has received written notice of such Specified Derivatives Contracts, together with such
supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives Provider.


 


Article XIII. Miscellaneous


 


Section 13.1.
Notices.


 


Unless otherwise provided
herein (including without limitation as provided in Section 9.5.), communications provided for hereunder shall be in writing
and shall be mailed, telecopied, or delivered as follows:


 






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If to the Borrower:


 


Realty Income Corporation


11995 El Camino Real


San Diego, California 92130


Attention: Michael R. Pfeiffer,
General Counsel


Telephone Number:      (858) 284-5161


 


If to the Administrative
Agent:


 


Wells Fargo Bank, National Association


401 B Street, Suite 1100


San Diego, California 92101


Attn: Dale Northup


Telecopier:       (619) 699-3105


Telephone:       (619) 699-3025


 


with a copy to


 


Wells Fargo Bank, National Association


1512 Eureka Road, Floor 3


Roseville, California 95661


Attn: Patty Cabrera


Telecopier:       (916) 787-4526


Telephone:       (916) 788-4672


 


If to the Administrative
Agent under Article II.:


 


Wells Fargo Bank, National Association


Minneapolis Loan Center


600 South 4th Street, 8th Floor


Minneapolis, Minnesota 55415


Attn: Kirby Wilson


Telecopier:       (866) 595-7863


Telephone:       (612) 667-6009


 


If to Wells Fargo, as an Issuing
Bank:


 


Wells Fargo Bank, National Association


401 B Street, Suite 1100


San Diego, California 92101


Attn: Dale Northup & Patty
Cabrera


Telecopier:       (619) 699-3105;
(916) 787-4526


Telephone:       (619) 699-3025;
(916) 788-4672


Email Address: Dale.A.Northup@wellsfargo.com;
pcabrera@wellsfargo.com


 






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If to Wells Fargo, as a Swingline
Lender:


 


Wells Fargo Bank, National Association


Minneapolis Loan Center


600 South 4th Street, 8th Floor


Minneapolis, Minnesota 55415


Attn: Kirby Wilson


Telecopier:       (866) 595-7863


Telephone:       (612) 667-6009


 


If to Bank of America,
N.A., as an Issuing Bank and a Swingline Lender:


 


Bank of America, N.A.


Global Trade Operations


One Fleet Way, 2nd Floor


Mail Code PA6-580-02-30


Scranton, PA 18507


Telecopier: 1-800-755-8743


Telephone: 1-800-370-7519 and choose
Trade product opt.  #1


Email Address: scranton_standby_lc@bankofamerica.com


 


If to Royal Bank of
Canada, as an Issuing Bank and a Swingline Lender:


 


Royal Bank of Canada


200 Vesey St., 5th Floor


New York, NY 10281-8098


Attention: Credit Administration


Telecopier: (212) 428-3015


Telephone: (212) 428-6235


 


If to Regions Bank,
as an Issuing Bank and a Swingline Lender:


 


Regions Bank


Real Estate Corporate Banking


1900 Fifth Ave North, 15th Floor


Birmingham, AL 35203


Attention: Mike Evans


Telecopier: (205) 261-7939


Telephone: (469) 608-2788


Email Address: michael.evans@regions.com


 


If to JPMorgan Chase
Bank, N.A., as an Issuing Bank and a Swingline Lender:


 


JPMorgan Chase Bank, N.A.


560 Mission Street, Floor 5


San Francisco, CA 94105


Attention: Mindy Ginsburg


Telephone: (415) 315-4985


 


If to any other Lender:


 






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To such Lender’s address
or telecopy number as set forth in the applicable Administrative Questionnaire


 


or, as to each party at such other address
as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided,
that a Lender or an Issuing Bank shall only be required to give notice of any such other address to the Administrative Agent and
the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt
or the expiration of 3 days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address
of the Borrower or the Administrative Agent, the Issuing Banks and Lenders at the addresses specified; (ii) if telecopied,
when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance
with Section 9.5. to the extent applicable; provided, however, that, in the case of the immediately preceding
clauses (i), (ii) and (iii), non-receipt of any communication as the result of any change of address of which the sending party
was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding
the immediately preceding sentence, all notices or communications to the Administrative Agent, any Issuing Bank or any Lender under
Article II. shall be effective only when actually received. None of the Administrative Agent, any Issuing Bank or any Lender
shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Issuing Banks or the
Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent, such Issuing Bank
or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or
for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall
not affect the validity of notice properly given to another Person.


 


Section 13.2.
Expenses.


 


The Borrower agrees
(a) to pay or reimburse the Administrative Agent and the Lead Arrangers for all of their respective reasonable and documented
out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment,
supplement or modification to, any of the Loan Documents (including due diligence expenses and reasonable travel expenses related
to closing), and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements
of one primary counsel to the Administrative Agent and the Lead Arrangers, taken as a whole, and one local counsel for the Administrative
Agent and the Lead Arrangers, taken as a whole, in each relevant jurisdiction and with respect to each relevant specialty, and
all costs and expenses of the Administrative Agent in connection with the use of IntraLinks, SyndTrak or other similar information
transmission systems in connection with the Loan Documents and of the Administrative Agent in connection with the review of Properties
for inclusion in calculations of the Unencumbered Asset Value and the Administrative Agent’s other activities under Article IV.
and the reasonable and documented fees and disbursements of one primary counsel, and one local counsel in each relevant jurisdiction
and with respect to each relevant specialty, to the Administrative Agent relating to all such activities, (b) to pay or reimburse
the Administrative Agent, the Issuing Banks and the Lenders for all their reasonable and documented costs and expenses incurred
in connection with the enforcement or preservation of any rights under the Loan Documents, limited in the case of counsel to the
reasonable fees and disbursements of one primary counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken
as a whole, and, if necessary, one local counsel to the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole,
in each relevant jurisdiction and with respect to each relevant specialty (and, in the case of an actual or perceived conflict
of interest among the Administrative Agent, the Issuing Banks and the Lenders, one additional primary counsel, and one local counsel
in each relevant jurisdiction and with respect to each relevant specialty, to each group of similarly situated affected parties)
and any payments in indemnification or otherwise payable by the Lenders to the Administrative Agent pursuant to the Loan Documents,
(c) to pay, and indemnify and hold harmless the Administrative Agent, the Issuing Banks and the Lenders from, any and all
recording and filing fees and any and all liabilities with respect to, or resulting from any failure


 






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to pay or delay in paying,
documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with
the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any
waiver or consent under or in respect of, any Loan Document and (d) to the extent not already covered by any of the preceding
subsections, to pay or reimburse the reasonable and documented fees and disbursements of counsel to the Administrative Agent, any
Issuing Bank and any Lender (limited to the reasonable fees and disbursements of one primary counsel to the Administrative Agent,
the Issuing Banks and the Lenders, taken as a whole, and, if necessary, one local counsel to the Administrative Agent, the Issuing
Banks and the Lenders, taken as a whole, in each relevant jurisdiction and with respect to each relevant specialty (and, in the
case of an actual or perceived conflict of interest among the Administrative Agent, the Issuing Banks and the Lenders, one additional
primary counsel, and one local counsel in each relevant jurisdiction and with respect to each relevant specialty, to each group
of similarly situated affected parties)) incurred in connection with the representation of the Administrative Agent, such Issuing
Bank or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Section 11.1.(e)
or 11.1.(f), including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation,
preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation
of any debtor-in-possession financing or any plan of reorganization of the Borrower or any other Loan Party, whether proposed by
the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during
or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. If the Borrower shall fail
to pay any amounts required to be paid by it pursuant to this Section, the Administrative Agent and/or the Lenders may pay such
amounts on behalf of the Borrower and such amounts shall be deemed to be Obligations owing hereunder.


 


Section 13.3.
Setoff.


 


Subject to Section 3.3.
and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the
Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent,
any Issuing Bank or any Lender, and each Participant, at any time while an Event of Default exists, without notice to the Borrower
or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate
of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised
in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not
limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any
time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such
Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of
any of the Obligations, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to
be, or have otherwise become, due and payable as permitted by Section 11.2., and although such Obligations shall be contingent
or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right
of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in
accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from
its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such
Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff.


 






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Section 13.4.
Litigation; Jurisdiction; Other Matters; Waivers.


 


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


 


(b)       THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION,
WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING
BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF CALIFORNIA SITTING IN SAN FRANCISCO, AND OF THE
UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA 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,
LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT
SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM
SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT, ANY ISSUING BANK
OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM
IN ANY OTHER APPROPRIATE JURISDICTION.


 


(c)       THE
PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL
CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN


 






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DOCUMENTS, THE TERMINATION, EXPIRATION OR CANCELLATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS AGREEMENT.


 


(d)       If,
in any action or proceeding filed in a court of the State of California by or against any party hereto in connection with any of
the transactions contemplated by this Agreement or any other Loan Document, the waiver of jury trial set forth in Section 13.4.(a)
is unenforceable, (i) the court must, and is hereby directed to, make a general reference pursuant to California Code of Civil
Procedure Section 638 to a referee (who must be a single active or retired judge) to hear and determine all of the issues in such
action or proceeding (whether of fact or of law) and to report a statement of decision, provided that, at the option of any party
to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure
Section 1281.8 may be heard and determined by the court, and (ii) without limiting the generality of Section 13.2., the
Borrower will be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.


 


Section 13.5.
Successors and Assigns.


 


(a)       Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder or under any other Loan Document 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 the immediately following subsection (b), (ii) by way of participation
in accordance with the provisions of the immediately following subsection (d) or (iii) by way of pledge or assignment
of a security interest subject to the restrictions of the immediately following subsection (e) (and, subject to the last sentence
of the immediately following subsection (b), any other attempted assignment or transfer by any party hereto shall be null
and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following
subsection (d) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)       Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it); provided
that any such assignment shall be subject to the following conditions:


 


(i)         Minimum
Amounts.


 


(A)       in
the case of an assignment of the entire remaining amount of an assigning Revolving Lender’s Revolving Commitment of a Class
and/or the Revolving Loans of such Class at the time owing to it, or contemporaneous assignments to related Approved Funds that
equal at least the amount specified in the immediately following clause (B) in the aggregate, or, if applicable, in the case
of an assignment of the entire remaining amount of an assigning Term Loan Lender’s Tranche A Term Loans or Tranche B Term
Loans at the time owing to it, or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and


 


(B)       in
any case not described in the immediately preceding subsection (A), (i) in the case of Revolving Lenders, the aggregate amount
of the Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) of a Class or, if


 






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the applicable
Revolving Commitments of the same Class as such Revolving Commitments are not then in effect, the principal outstanding balance
of the Revolving Loans of such Class of the assigning Revolving Lender subject to each such assignment or (ii) in the case of Term
Lenders, the principal outstanding balance of the Term Loans of a Class of the assigning Term Lender subject to each such assignment
(in each case, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than
$5,000,000, unless each of the Administrative Agent and, so long as no Event of Default shall exist, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); provided, however, that if, after giving effect to
such assignment, (i) in the case of a Revolving Lender, the amount of the Revolving Commitment of the applicable Class held by
such assigning Revolving Lender or if the applicable Revolving Commitment is not then in effect, the outstanding principal balance
of the Revolving Loans of the applicable Class of such assigning Revolving Lender, as applicable, or (ii) in the case of a Term
Lender, the outstanding principal balance of the Term Loans of the applicable Class of such assigning Term Lender, in each case,
would be less than $5,000,000, then such assigning Lender shall assign the entire amount of its Revolving Commitment of such Class
and the Revolving Loans of such Class or Term Loans of such Class, as applicable, at the time owing to it.


 


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


 


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


 


(A)       the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of
Default shall exist at the time of such assignment or (y) such assignment is to a Lender of the same Class of Revolving Commitments
or Loans, an Affiliate of such a Lender or an Approved Fund of such a Lender; provided that the Borrower shall be deemed
to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business
Days after having received notice thereof;


 


(B)       the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment
is to a Lender of the same Class of Revolving Commitments or Loans, an Affiliate of such a Lender or an Approved Fund of such a
Lender; and


 


(C)       the
consent of each Issuing Bank and each Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required
for any assignment in respect of a Tranche 1 Revolving Commitment if such assignment is to a Person that is not already a Tranche
1 Revolving Lender.


 


(iv)       Assignment
and Assumption; Notes. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and
Assumption, together with a processing


 






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and recordation fee of $4,500 for each assignment (which fee the Administrative Agent may,
in its sole discretion, elect to waive), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. If requested by the transferor Lender or the assignee, upon the consummation of any assignment, the
transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to
the assignee and such transferor Lender, as appropriate.


 


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


 


(vi)       No
Assignment to Natural Persons. No such assignment shall be made to a natural person.


 


(vii)       Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such
assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution
thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other
compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata
share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the
Administrative Agent, the Issuing Banks, the Swingline Lenders and each other Lender hereunder (and interest accrued thereon),
and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline
Loans in accordance with its Tranche 1 Revolving Commitment Percentage and such that all Loans of the applicable Class are held
by the Lenders of the applicable Class pro rata as if there had been no Defaulting Lenders that are Lenders of the applicable Class.
Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall
become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest
shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


Subject to acceptance and recording thereof
by the Administrative Agent pursuant to the immediately following subsection (c), from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Sections 5.4., 13.2. and 13.9. and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.10.
with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except
to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver
or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with the immediately
following subsection (d).


 






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(c)       Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Principal
Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest
error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


 


(d)       Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, any Swingline Lender
or any Issuing Bank, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Agreement (including all or a portion of its Revolving Commitment and/or the Loans owing to it); provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative
Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to (w) increase such Lender’s Revolving Commitments, (x) extend
the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y) reduce the rate at
which interest is payable thereon (other than with respect to a waiver of implementation of interest at the Post-Default Rate)
or (z) release any Guarantor from its Obligations under the Guaranty except as contemplated by Section 8.14.(b), in each
case, as applicable to that portion of such Lender’s rights and/or obligations that are subject to the participation. The
Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 5.1. and 5.4. (subject to the requirements
and limitations therein, including the requirements under Section 3.10.(g) (it being understood that the documentation required
under Section 3.10.(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A)
agrees to be subject to the provisions of Section 5.6. as if it were an assignee under subsection (b) of this Section;
and (B) shall not be entitled to receive any greater payment under Section 5.1. or 3.10., with respect to any participation,
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells
a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to
effectuate the provisions of Section 5.6. with respect to any Participant. To the extent permitted by Applicable Law, each
Participant also shall be entitled to the benefits of Section 13.3. as though it were a Lender; provided that such
Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other
obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating
to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit
or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall


 






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be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register.


 


(e)       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 or other
central 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.


 


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


 


(g)       Designated
Lenders. Any Tranche 1 Revolving Lender (each, a “Designating Lender”) may at any time while the Borrower has been
assigned an Investment Grade Rating from any two Rating Agencies designate one Designated Lender to fund Bid Rate Loans on behalf
of such Designating Lender subject to the terms of this subsection, and the provisions in the immediately preceding subsections (b)
and (d) shall not apply to such designation. No Tranche 1 Revolving Lender may designate more than one Designated Lender. The parties
to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon
such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that
it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the
Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the Designated
Lender, (ii) from and after the effective date specified in the Designation Agreement, the Designated Lender shall become a party
to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.3. after the
Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not
be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such
Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable;
provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender
shall be and remain obligated to the Borrower, the Administrative Agent and the Lenders for each and every of the obligations of
the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification
obligations under Section 12.6. and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating
Lender shall serve as the agent of the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender:
(i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications
and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under
or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or
amendment shall be signed by the Designating Lender as agent for the Designated Lender and shall not be signed by the Designated
Lender on its own behalf and shall be binding on the Designated Lender to the same extent as if signed by the Designated Lender
on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated
Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or
under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender.
The Borrower, the Lenders and the Administrative Agent each hereby agrees that it will not institute against any


 






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Designated Lender
or join any other Person in instituting against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any federal or state bankruptcy or similar law, until the later to occur of (x) one year and
one day after the payment in full of the latest maturing commercial paper note issued by such Designated Lender and (y) the
Revolving Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent
an administrative fee for processing such designation in the amount of $2,000.


 


(h)       USA
Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with “know your customer” and Anti-Money
Laundering Laws, including without limitation, the Patriot Act, prior to any Lender that is organized under the laws of a jurisdiction
outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender shall provide
to the Administrative Agent, its name, address, tax identification number and/or such other identification information as shall
be necessary for the Administrative Agent to comply with federal law.


 


Section 13.6.
Amendments and Waivers.


 


(a)       Generally.
Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement or
any other Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document
may be amended, (iii) the performance or observance by the Borrower, any other Loan Party or any other Subsidiary of any terms
of this Agreement or such other Loan Document may be waived, and (iv) the continuance of any Default or Event of Default may be
waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written
consent of the Requisite Lenders (or the Administrative Agent at the written direction of the Requisite Lenders), and, in the case
of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto. Subject to the immediately
following subsection (b), any term of this Agreement or of any other Loan Document relating solely to the rights or obligations
of the Lenders of a particular Class, and not Lenders of any other Class, may be amended, and the performance or observance by
the Borrower or any other Loan Party or any Subsidiary of any such terms may be waived (either generally or in a particular instance
and either retroactively or prospectively) with, and only with, the written consent of the Requisite Class Lenders for such Class
of Lenders (and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is a party thereto).
Notwithstanding anything to the contrary contained in this Section, the Fee Letter may only be amended, and the performance or
observance by any Loan Party thereunder may only be waived, in a writing executed by the parties thereto. Notwithstanding anything
to the contrary contained in this Section, the Administrative Agent may, without the consent of any Lender, enter into amendments
or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents as the Administrative
Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 5.2.(c)
in accordance with the terms of Section 5.2.


 


(b)        Additional
Lender Consents. In addition to the foregoing requirements, no amendment, waiver or consent shall:


 


(i)       increase
(or reinstate or, other than in accordance with Section 2.14., extend) a Revolving Commitment of a Revolving Lender or subject
a Lender to any additional obligations without the written consent of such Lender;


 


(ii)       reduce
the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount
of, any Loans or other Obligations without the written consent of each Lender directly affected thereby; provided, however,
that only the written consent of the Requisite Lenders shall be required for the waiver of interest payable at the Post-


 






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Default
Rate, retraction of the imposition of interest at the Post-Default Rate and amendment of the definition of “Post-Default
Rate”;


 


(iii)      reduce
the amount of any Fees payable to a Lender without the written consent of such Lender;


 


(iv)     modify
the definition of (A) “Tranche 1 Revolving Commitment Percentage” or “Tranche 1 Currency” without the written
consent of each Tranche 1 Revolving Lender or (B) “Tranche 2 Revolving Commitment Percentage” or Tranche 2 Currency”
without the written consent of each Tranche 2 Revolving Lender;


 


(v)      modify
the definitions of “Revolving Termination Date” or clause (a) of the definition of “Termination Date”
(in each case, except in accordance with Section 2.14.) or otherwise postpone any date fixed for, or forgive, any payment
of principal of, or interest on, any Revolving Loans or for the payment of Fees or any other Obligations owing to the Revolving
Lenders, or extend the expiration date of any Letter of Credit beyond the Revolving Termination Date (except in accordance with
Section 2.4.(b)), in each case, without the written consent of each Revolving Lender directly affected thereby;


 


(vi)     modify
the definitions of “Term Loan Maturity Date” or clause (b) of the definition of “Termination Date”
or otherwise postpone any date fixed for, or forgive, any payment of principal of, or interest on, any Term Loans or for the payment
of Fees or any other Obligations owing to the Term Loan Lenders, in each case, without the written consent of each Term Loan Lender
directly affected thereby;


 


(vii)     [reserved];


 


(viii)    modify
the definition of “Pro Rata Share” or amend or otherwise modify the provisions of Section 3.2. without the written
consent of each Lender directly affected thereby;


 


(ix)     amend
this Section, or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions
affect the substance of this Section, without the written consent of each Lender;


 


(x)      modify
the definition of the term “Requisite Lenders” or (except as otherwise provided in the immediately following clause (xi)),
modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder
or to modify any provision hereof without the written consent of each Lender;


 


(xi)     modify
the definition of the term “Requisite Class Lenders” as it relates to a particular Class of Lenders, or modify in any
other manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or
to modify any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of each
Lender in such Class;


 


(xii)     release
any Guarantor from its obligations under the Guaranty (except as contemplated by Section 8.14.(b)) without the written consent
of each Lender; or


 


(xiii)    amend,
or waive the Borrower’s compliance with, Section 2.16. without the written consent of each Revolving Lender of any affected
Class.


 






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(c)       Amendment
of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Administrative
Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative
Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.5. or
the obligations of a Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required
hereinabove to take such action, require the written consent of such Swingline Lender. Any amendment, waiver or consent relating
to Section 2.4. or the obligations of an Issuing Bank under this Agreement or any other Loan Document shall, in addition to
the Lenders required hereinabove to take such action, require the written consent of such Issuing Bank. Any amendment, waiver or
consent with respect to any Loan Document that (i) diminishes the rights of a Specified Derivatives Provider in a manner or to
an extent dissimilar to that affecting the Lenders or (ii) increases the liabilities or obligations of a Specified Derivatives
Provider shall, in addition to the Lenders required hereinabove to take such action, require the consent of the Lender that is
(or having an Affiliate that is) such Specified Derivatives Provider. Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent
which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable
Lenders other than Defaulting Lenders), except that (x) a Commitment of any Defaulting Lender may not be increased, reinstated
or extended without the written consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent
of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders
shall require the written consent of such Defaulting Lender. No waiver shall extend to or affect any obligation not expressly waived
or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and
for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or
any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default
occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the
terms of this Section, notwithstanding any attempted cure or other action by the Borrower, any other Loan Party or any other Person
subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan
Document, no notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or
other circumstances.


 


(d)       Technical
Amendments. Notwithstanding anything to the contrary in this Section 13.6., if the Administrative Agent and the Borrower
have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or any other Loan Document
or an inconsistency between provisions of this Agreement or any other Loan Document, the Administrative Agent and the Borrower
shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so
long as to do so would not adversely affect the interests of the Lenders and the Issuing Banks in any material respect. Any such
amendment shall become effective without any further action or consent of any other party to this Agreement.


 


Section 13.7.
Nonliability of Administrative Agent and Lenders.


 


The relationship between
the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely
that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities
to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among
any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or
any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank
or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower’s business or operations.


 






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Section 13.8.
Confidentiality.


 


The Administrative
Agent, each Issuing Bank and each Lender shall maintain the confidentiality of all Information (as defined below) but in any event
may make disclosure: (a) to its Affiliates and to its and its Affiliates’ other respective Related Parties (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) subject to an agreement containing provisions substantially the same
as those of this Section, to (i) any actual or proposed assignee, Participant or other transferee in connection with a potential
transfer of any Revolving Commitment or Loan or participation therein as permitted hereunder, or (ii) any actual or prospective
counterparty (or its advisors) to any swap, derivative or other transaction under which payments are to be made by reference to
the Borrower and its obligations, this Agreement or payments thereunder; (c) as required or requested by any Governmental
Authority or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance
Commissioners) having or purporting to have jurisdiction over it or representative thereof or pursuant to legal process or in connection
with any legal proceedings, or as otherwise required by Applicable Law, in which case (except with respect to any audit or examination
conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority) such
disclosing Person shall promptly notify the Borrower thereof to the extent permitted by Applicable Law; (d) to the Administrative
Agent’s, such Issuing Bank’s or such Lender’s independent auditors and other professional advisors (provided
they shall be notified of the confidential nature of the information); (e) in connection with the exercise of any remedies
under any Loan Document or any action or proceeding relating to any Loan Document or the enforcement of rights thereunder; (f) to
the extent such Information (i) becomes publicly available other than as a result of a breach of this Section actually known
by the Administrative Agent, such Issuing Bank or such Lender to be a breach of this Section or (ii) becomes available to
the Administrative Agent, any Issuing Bank, any Lender or any Affiliate of the Administrative Agent, any Issuing Bank or any Lender
on a nonconfidential basis from a source other than the Borrower or any Affiliate of the Borrower; (g) to the extent requested
by, or required to be disclosed to, any nationally recognized rating agency; (h) to bank trade publications, such information
to consist of deal terms and other information customarily found in such publications or to data service providers, including league
table providers, that serve the lending industry; (i) to any other party hereto; and (j) with the prior written consent
of the Borrower. Notwithstanding the foregoing, the Administrative Agent, each Issuing Bank and each Lender may disclose any such
confidential information, without notice to the Borrower or any other Loan Party, to Governmental Authorities in connection with
any regulatory examination of the Administrative Agent, such Issuing Bank or such Lender or in accordance with the regulatory compliance
policy of the Administrative Agent, such Issuing Bank or such Lender. As used in this Section, the term “Information”
means all information received from the Borrower, any other Loan Party, any other Subsidiary or Affiliate relating to any Loan
Party or any of their respective businesses, other than any such information that is available to the Administrative Agent, any
Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower, any other Loan Party, any other Subsidiary
or any Affiliate. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.


 


Section 13.9.
Indemnification.


 


(a)       The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Issuing Bank, each Lender and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnified Party”) against, and hold each
Indemnified Party harmless from, and shall pay or reimburse any such Indemnified Party for, any and all actual losses, claims (including
without limitation, Environmental Claims), damages, liabilities and related expenses (including without limitation, the fees,


 






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charges
and disbursements of any counsel for any Indemnified Party (subject to the limitations below)), incurred by any Indemnified Party
or asserted against any Indemnified Party by any Person (including the Borrower, any other Loan Party or any other Subsidiary)
other than such Indemnified Party and its Related Parties, arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the Borrower, any other Loan Party or any other Subsidiary,
or any Environmental Claim related in any way to the Borrower, any other Loan Party or any other Subsidiary, (iv) any actual
or prospective claim, litigation, investigation or proceeding (an “Indemnity Proceeding”) relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, any other Loan Party
or any other Subsidiary, and regardless of whether any Indemnified Party is a party thereto, or (v) any claim (including without
limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent,
any Issuing Bank or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected
with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby; provided, however, that such indemnity shall not, as to any Indemnified
Party, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or
bad faith breach of direct funding obligations hereunder of such Indemnified Party or (B) result from a dispute among Indemnified
Parties (other than disputes involving the Administrative Agent, a Lead Arranger or other agent in its capacity or in fulfilling
its role as such and any claims arising out of any act or omission on the part of the Borrower or any Subsidiary); provided,
further, however, that legal fees and expenses shall be limited to the reasonable and documented out-of-pocket fees,
disbursements and other charges of one primary counsel to the Indemnified Parties, taken as a whole, and one local counsel for
the Indemnified Parties, taken as a whole, in each relevant jurisdiction and with respect to each relevant specialty, and in the
case of an actual or perceived conflict of interest, one additional primary counsel and one local counsel in each relevant jurisdiction
and with respect to each relevant specialty to the similarly situated affected Indemnified Parties taken as a whole. This section
shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.
Each Indemnified Party shall be obligated to refund or return any amounts paid by the Borrower under this paragraph to such Indemnified
Party to the extent such Indemnified Party was not actually entitled to payment of such amounts in accordance with the terms hereof
as determined by such Indemnified Party in its sole discretion exercised in good faith.


 


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


 


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


 


References in this Section 13.9. to
“Lender” or “Lenders” shall be deemed to include such Persons (and their Affiliates) in their capacity
as Specified Derivatives Providers.


 






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Section 13.10.
Termination; Survival.


 


This Agreement shall
terminate at such time as (a) all of the Revolving Commitments have been terminated, (b) all Letters of Credit have terminated
or expired or been canceled (other than Extended Letters of Credit in respect of which the Borrower has satisfied the requirements
to provide Cash Collateral as required in Section 2.4.(b) and other Letters of Credit that have been Cash Collateralized in
a manner reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank), (c) none of the Lenders is
obligated any longer under this Agreement to make any Loans and no Issuing Bank is obligated under this Agreement to issue Letters
of Credit and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid
and satisfied in full. The indemnities to which the Administrative Agent, the Issuing Banks, the Lenders and their respective Related
Parties are entitled under the provisions of Sections 3.10., 5.1., 5.4., 12.6., 13.2. and 13.9. and any other provision of
this Agreement and the other Loan Documents, and the provisions of Section 13.4., shall continue in full force and effect
and shall protect the Administrative Agent, the Issuing Banks, the Lenders and their respective Related Parties (i) notwithstanding
any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before
and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing
on or prior to the date such party ceased to be a party to this Agreement.


 


Section 13.11.
Severability of Provisions.


 


If any provision of
this Agreement or the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid or unenforceable,
that provision shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining
provisions shall remain in full force as though the invalid, illegal, or unenforceable provision had never been part of the Loan
Documents.


 


Section 13.12.
GOVERNING LAW.


 


THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH STATE.


 


Section 13.13.
Counterparts.


 


To facilitate execution,
this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient
or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar
electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons
required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall
not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective
signatures of, or on behalf of, each of the parties hereto.


 


Section 13.14.
Obligations with Respect to Loan Parties and Subsidiaries.


 


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


 






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Section 13.15.
Independence of Covenants.


 


All covenants hereunder
shall be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.


 


Section 13.16.
Limitation of Liability.


 


None of the Administrative
Agent, any Issuing Bank, any Lender, or any of their respective Related Parties, the Borrower or any of its Subsidiaries shall
have any liability with respect to, and each of the Administrative Agent, the Issuing Banks, the Lenders and the Borrower hereby
waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, consequential or punitive
damages suffered or incurred by any of the foregoing Persons in connection with, arising out of, or in any way related to, this
Agreement, any of the other Loan Documents or any of the transactions contemplated by this Agreement or any of the other Loan Documents;
provided, that the foregoing does not limit or relieve the Borrower of its obligations under Sections 13.2. and 13.9. hereof
with respect to any such damages. None of the Administrative Agent, any Issuing Bank, any Lender or any of their respective Related
Parties shall be liable to the Borrower, its Affiliates or any other Person for any damages arising from the use by others of information
or other materials obtained or transmitted by any electronic means.


 


Section 13.17.
Entire Agreement.


 


This Agreement and
the other Loan Documents embody the final, entire agreement among the parties hereto and supersede any and all prior commitments,
agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and
may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties
hereto. To the extent any term of this Agreement is inconsistent with a term of any other Loan Document to which the parties of
this Agreement are party, the term of this Agreement shall control to the extent of such inconsistency. There are no oral agreements
among the parties hereto.


 


Section 13.18.
Construction.


 


The Administrative
Agent, each Issuing Bank, the Borrower and each Lender acknowledge that each of them has had the benefit of legal counsel of its
own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and
that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Administrative Agent, each Issuing
Bank, the Borrower and each Lender.


 


Section 13.19.
Headings.


 


The paragraph and section
headings in this Agreement are provided for convenience of reference only and shall not affect its construction or interpretation.


 


Section 13.20.
Acknowledgement and Consent to Bail-in of EEA Financial Institutions.


 


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


 






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


 


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


 


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


 


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


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


 


Section 13.21.
Acknowledgement Regarding Any Supported QFCs.


 


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


 


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


 


Section 13.22.
Effect of Amendment and Restatement.


 


(a)       Existing
Credit Agreement. Upon satisfaction of the conditions precedent set forth in Sections 6.1. and 6.2. of this Agreement,
this Agreement and the other Loan Documents shall exclusively


 






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control and govern the mutual rights and obligations of the parties
hereto with respect to the Existing Credit Agreement, and the Existing Credit Agreement shall be superseded in all respects, in
each case, on a prospective basis.


 


(b)       NO
NOVATION. THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT SOLELY TO AMEND AND RESTATE THE TERMS OF THE EXISTING CREDIT
AGREEMENT. THE PARTIES DO NOT INTEND THIS AGREEMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR ANY
OTHER LOAN PARTY UNDER OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE
EXISTING CREDIT AGREEMENT).


 


[Signatures on Following Pages]


 






    - 136 -


     


    

 



 


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


 





	 	REALTY INCOME CORPORATION
	 	 
	 	By:  /s/ Michael R. Pfeiffer
	 	Name: Michael R. Pfeiffer
	 	Title: Executive Vice President, Chief Administrative Officer, and

                                                     General Counsel





 


[Signatures Continued on Next Page]


 




    


     


    

 


[Signature Page to Second Amended and
Restated Credit Agreement with Realty Income Corporation]


 





	 	Wells Fargo Bank, National
    Association, as 

Administrative Agent, as a Swingline Lender, as an Issuing 

Bank and as
    a Lender
	 	 
	 	By: /s/ Dale Northup
	 	 	Name: Dale Northup
	 	 	Title: Senior Vice President




  


[Signatures Continued on Next Page]


 




    


     


    

 


[Signature Page to Second Amended and
Restated Credit Agreement with Realty Income Corporation]


 


	 	BANK OF AMERICA, N.A., as an Issuing
	 	Bank, as a Swingline Lender and as a Lender
	 	 
	 	 
	 	By: /s/ Helen Chan
	 	 	Name: Helen Chan
	 	 	Title: Vice President




  


[Signatures Continued on Next Page]


 




    


     


    

 


[Signature Page to Second Amended and
Restated Credit Agreement with Realty Income Corporation]


  


	 	ROYAL BANK OF CANADA, as an Issuing
	 	Bank, as a Swingline Lender and as a Lender
	 	 
	 	 
	 	By: /s/ Brian Gross
	 	 	Name: Brian Gross
	 	 	Title: Authorized Signatory




  


[Signatures Continued on Next Page]


 




    


     


    

 


[Signature Page to Second Amended and
Restated Credit Agreement with Realty Income Corporation]


 


	 	REGIONS BANK, as an Issuing
	 	Bank, as a Swingline Lender and as a Lender
	 	 
	 	 
	 	By: /s/ T. Barrett Vawter
	 	 	Name: T. Barrett Vawter
	 	 	Title: Vice President




  


[Signatures Continued on Next Page]


 




    


     


    

 


[Signature Page to Second Amended and
Restated Credit Agreement with Realty Income Corporation]


 


	 	JPMORGAN CHASE BANK, N.A., as an Issuing
	 	Bank, as a Swingline Lender and as a Lender
	 	 
	 	 
	 	By: /s/ Mindy R. Ginsburg
	 	 	Name: Mindy R. Ginsburg
	 	 	Title: Vice President




  


[Signatures Continued on Next Page]


 




    


     


    

 


[Signature Page to Second Amended and
Restated Credit Agreement with Realty Income Corporation]


 


	 	BARCLAYS BANK PLC, as a Lender
	 	 
	 	 
	 	By: /s/ May Huang
	 	 	Name: May Huang
	 	 	Title: Assistant Vice President




 


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[Signature Page to Second Amended and Restated Credit Agreement with Realty Income Corporation]


 


	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 
	 	 
	 	By: /s/ Annie Carr
	 	 	Name: Annie Carr
	 	 	Title: Authorized Signatory




 


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[Signature Page to Second Amended and Restated Credit Agreement with Realty Income Corporation]


 


	 	MIZUHO BANK, LTD., as a Lender
	 	 
	 	 
	 	By: /s/ Tracy Rahn
	 	 	Name: Tracy Rahn
	 	 	Title: Authorized Signatory




 


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[Signature Page to Second Amended and Restated Credit Agreement with Realty Income Corporation]


 


	 	MORGAN STANLEY BANK, N.A., as a Lender
	 	 
	 	 
	 	By: /s/ Andrew Mascarehas
	 	 	Name: Andrew Mascarenhas
	 	 	Title: Authorized Signatory




  


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[Signature
Page to Second Amended and Restated Credit Agreement with Realty Income Corporation]


 


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




 


[Signatures
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[Signature Page to Second Amended and
Restated Credit Agreement with Realty Income Corporation]


 


		BRANCH
                                         BANKING AND TRUST COMPANY, as a Lender
	 	 
	 	 
		By:
                                         /s/ Courtney W. Jones
		 	Name:
    Courtney W. Jones
		 	Title:
    Vice President




 


[Signatures
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[Signature Page to Second Amended and
Restated Credit Agreement with Realty Income Corporation]


 


		THE
                                         BANK OF NEW YORK MELLON, as a Lender
	 	 
	 	 
		By:
                                         /s/ Abdullah Dahman
		 	Name:
    Abdullah Dahman
		 	Title:
    Vice President




  


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		PNC
                                         BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	 
		By:
                                         /s/ David C. Drouillard
		 	Name:
    David C. Drouillard
		 	Title:
    Sr. Vice President




  


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		CREDIT
                                         SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 
	 	 
		By:
                                         /s/ William O’Daly
		 	Name:
    William O’Daly
		 	Title:
    Authorized Signatory
	 	 	 
	 	 	 
		By:
                                         /s/ Andrew Griffin
		 	Name:
    Andrew Griffin
		 	Title:
    Authorized Signatory




 


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		BMO
                                         HARRIS BANK N.A., as a Lender
	 	 
	 	 
		By:
                                         /s/ Michael Kauffman
		 	Name: Michael
    Kauffman
		 	Title: Managing Director




  


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	 	TD
    BANK N.A., as a Lender
	 	 
	 	 
	 	By:
    /s/ Nathan Bondini
	 	 	Name:
    Nathan Bondini
	 	 	Title:
    Vice President




 


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		THE
                                         BANK OF NOVA SCOTIA, as a Lender
	 	 
	 	 
		By:
                                         /s/ Winston Lua
		 	Name:
    Winston Lua
		 	Title:
    Director




  


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		MUFG
                                         UNION BANK, N.A., as a Lender
	 	 
	 	 
		By:
                                         /s/ Peter Jablonski
			Name:
    Peter Jablonski
		 	Title:
    Director




 


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		UBS
                                         AG, STAMFORD BRANCH, as a Lender
	 	 
	 	 
		By:
                                         /s/ Darlene Arias
		 	Name:
    Darlene Arias
		 	Title:
    Director
	 	 	 
	 	 	 
		By:
                                         /s/ Robert Khan
		 	Name:
    Robert Khan
		 	Title:
    Associate Director




 


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	 	ASSOCIATED BANK, NATIONAL ASSOCIATION, as a

                                                                     Lender

	 	  
	 	By: /s/ Mitchell Vega
	 	 	Name: Mitchell Vega
	 	 	Title: Vice President




  


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	 	COMERICA BANK, as a Lender
	 	 
	 	 
	 	By: /s/ Charles Weddell
	 	 	Name: Charles Weddell
	 	 	Title: Vice President




  


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	 	AMERICAN SAVINGS BANK, FSB, as a Lender
	 	 
	 	 
	 	By: /s/ Kyle J. Shelly
	 	 	Name: Kyle J. Shelly
	 	 	Title: First Vice President




  


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	 	RAYMOND JAMES BANK, N.A., as a Lender
	 	 
	 	 
	 	By: /s/ Gregory A. Hargrove
	 	 	Name: Gregory A. Hargrove
	 	 	Title: Vice President




   


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




 


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	 	CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	 
	 	By: /s/ Michelle Dawson
	 	 	Name: Michelle Dawson
	 	 	Title: Vice President




 


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SCHEDULE I


 


Commitments and Outstanding Loans


 


	Lender	Tranche 1

 Revolving

 Commitment

 Amount	Tranche 2

 Revolving

 Commitment

 Amount	Tranche A 

Term Loan 

Outstanding	Tranche B 

Term Loan 

Outstanding
	Wells Fargo Bank, National Association	$207,000,000	$38,000,000	$30,000,000	$20,000,000
	Bank of America, N.A.	$178,000,000	$32,000,000	$24,000,000	$15,000,000
	Royal Bank of Canada	$210,000,000	--	$24,000,000	$15,000,000
	JPMorgan Chase Bank, N.A.	$157,000,000	$28,000,000	$19,500,000	$15,000,000
	Regions Bank	$154,000,000	$28,000,000	$19,500,000	$18,000,000
	U.S. Bank National Association	$128,000,000	$24,000,000	$19,500,000	$18,000,000
	Mizuho Bank, Ltd.	$144,000,000	$26,000,000	$10,000,000	--
	Goldman Sachs Bank USA	$133,000,000	$24,000,000	$10,000,000	$13,000,000
	Barclays Bank PLC	$157,000,000	--	--	--
	Morgan Stanley Bank, N.A.	$133,000,000	$24,000,000	--	--
	Branch Banking and Trust Company	$83,000,000	$14,000,000	$31,250,000	$18,000,000
	The Bank of New York Mellon	$97,000,000	--	$11,250,000	$31,000,000
	PNC Bank, National Association	$97,000,000	--	$11,250,000	$18,000,000
	Citibank, N.A.	$105,000,000	--	$10,000,000	$10,000,000
	Citizens Bank, National Association	$97,000,000	$18,000,000	$6,000,000	--
	Credit Suisse AG, Cayman Islands Branch	$115,000,000	--	--	--
	BMO Harris Bank N.A. 	$105,000,000	--	--	$10,000,000
	TD Bank, N.A.	$89,000,000	$16,000,000	--	$10,000,000
	The Bank of Nova Scotia	$105,000,000	--	--	$10,000,000
	MUFG Union Bank, N.A.	$71,000,000	$12,000,000	$11,250,000	$7,000,000
	UBS AG, Stamford Branch	$60,000,000	$10,000,000	--	--
	Associated Bank, National Association	$40,500,000	--	$4,000,000	$4,500,000
	Comerica Bank	$34,500,000	$6,000,000	$4,000,000	$4,500,000
	American Savings Bank, FSB	--	--	--	$13,000,000
	Raymond James Bank, N.A.	--	--	$4,500,000	--
	Total:	$2,700,000,000	$300,000,000	$250,000,000	$250,000,000


 




     


     


    

 


SCHEDULE
1.1.(A)


 


Existing
Letters of Credit


 


 


None.