Exhibit 10.1





 



Published
CUSIP Number: ________________


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


Dated as of October 29, 2014


among


FRANKLIN STREET PROPERTIES CORP.,

as the Borrower,


BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,



and



The Other Lenders Party Hereto



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,


successor by merger to, Banc of America Securities
LLC



as Sole Bookrunner and Sole Lead Arranger,





CITIZENS BANK, NATIONAL ASSOCIATION



as Syndication Agent




REGIONS BANK



as Syndication Agent




BANK OF MONTREAL



as Syndication Agent




COMPASS BANK



as Documentation Agent


 


PNC BANK, NATIONAL ASSOCIATION


as Documentation Agent


 


 





    	 



    	 



    

TABLE OF CONTENTS


	Section	Page
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	1
	 	 
	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	25
	1.03	Accounting Terms	25
	1.04	Rounding	26
	1.05	Times of Day	26
	1.06	Letter of Credit Amounts	26
	 	 	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	26
	 	 
	2.01	Committed Loans	26
	2.02	Borrowings, Conversions and Continuations of Committed Loans	26
	2.03	Intentionally Omitted	28
	2.04	Letters of Credit	28
	2.05	Swing Line Loans	34
	2.06	Prepayments	36
	2.07	Termination or Reduction of Revolver Commitments	37
	2.08	Repayment of Loans	37
	2.09	Interest	37
	2.10	Fees	38
	2.11	Computation of Interest and Fees	39
	2.12	Evidence of Debt	39
	2.13	Payments Generally; Administrative Agent’s Clawback	39
	2.14	Sharing of Payments by Lenders	41
	2.15	Extension of Revolver Maturity Date	41
	2.16	Increase in Commitments	42
	2.17	Cash Collateral	43
	2.18	Defaulting Lenders	44
	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	46
	 	 
	3.01	Taxes	46
	3.02	Illegality	49
	3.03	Inability to Determine Rates	49
	3.04	Increased Costs	50
	3.05	Compensation for Losses	51
	3.06	Mitigation Obligations; Replacement of Lenders	51
	3.07	Survival	52
	 	 	 
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	52
	 	 
	4.01	Conditions of Initial Credit Extension	52
	4.02	Conditions to all Credit Extensions	53
	 	 	 




    	 



    	 



    

 


	ARTICLE V. REPRESENTATIONS AND WARRANTIES	54
	 	 
	5.01	Existence, Qualification and Power	54
	5.02	Authorization; No Contravention	54
	5.03	Governmental Authorization; Other Consents	54
	5.04	Binding Effect	54
	5.05	Financial Statements; No Material Adverse Effect	54
	5.06	Litigation	55
	5.07	No Default	55
	5.08	Ownership of Property; Liens	55
	5.09	Environmental Compliance	55
	5.10	Insurance	55
	5.11	Taxes	55
	5.12	ERISA Compliance	56
	5.13	Subsidiaries; Other Equity Investments	56
	5.14	Margin Regulations; Investment Company Act	57
	5.15	Disclosure	57
	5.16	Compliance with Laws	57
	5.17	Taxpayer Identification Number	57
	5.18	OFAC; Anti-Corruption Laws; PATRIOT Act	57
	5.19	REIT Status	57
	5.20	Solvency	57
	5.21	Eligible Unencumbered Property Pool Properties	57
	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS	58
	 	 
	6.01	Financial Statements	59
	6.02	Certificates; Other Information	59
	6.03	Notices	60
	6.04	Payment of Taxes	61
	6.05	Preservation of Existence, Etc	61
	6.06	Maintenance of Properties	61
	6.07	Maintenance of Insurance	61
	6.08	Compliance with Laws	61
	6.09	Books and Records	61
	6.10	Inspection Rights	62
	6.11	Use of Proceeds	62
	6.12	Subsidiary Guarantors	62
	6.13	REIT Status	63
	6.14	Reserved	63
	6.15	Material Contracts	63
	6.16	Further Assurances	63
	 	 	 
	ARTICLE VII. NEGATIVE COVENANTS	63
	 	 
	7.01	Liens	63
	7.02	Investments	63
	7.03	Indebtedness	64
	7.04	Fundamental Changes	64
	7.05	Dispositions	64
	7.06	Reserved	65
	7.07	Change in Nature of Business	65
	7.08	Transactions with Affiliates	65
	7.09	Burdensome Agreements	65




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	7.10	Use of Proceeds	65
	7.11	Financial Covenants	65
	7.12	Organizational Documents	66
	7.13	Sanctions	66
	7.14	Sale Leasebacks	66
	7.15	Prepayments of Indebtedness	66
	7.16	Changes in Accounting	67
	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES	67
	 	 
	8.01	Events of Default	67
	8.02	Remedies Upon Event of Default	68
	8.03	Application of Funds	69
	 	 	 
	ARTICLE IX. ADMINISTRATIVE AGENT	70
	 	 
	9.01	Appointment and Authority	70
	9.02	Rights as a Lender	70
	9.03	Exculpatory Provisions	70
	9.04	Reliance by Administrative Agent	71
	9.05	Delegation of Duties	71
	9.06	Resignation of Administrative Agent	71
	9.07	Non-Reliance on Administrative Agent and Other Lenders	72
	9.08	No Other Duties, Etc	72
	9.09	Administrative Agent May File Proofs of Claim	72
	9.10	Release of Subsidiary Guarantors	72
	 	 	 
	ARTICLE X. MISCELLANEOUS	73
	 	 
	10.01	Amendments, Etc	73
	10.02	Notices; Effectiveness; Electronic Communication	73
	10.03	No Waiver; Cumulative Remedies; Enforcement	75
	10.04	Expenses; Indemnity; Damage Waiver	76
	10.05	Payments Set Aside	77
	10.06	Successors and Assigns	77
	10.07	Treatment of Certain Information; Confidentiality	81
	10.08	Right of Setoff	81
	10.09	Interest Rate Limitation	82
	10.10	Counterparts; Integration; Effectiveness	82
	10.11	Survival of Representations and Warranties	82
	10.12	Severability	82
	10.13	Replacement of Lenders	82
	10.14	Governing Law; Jurisdiction; Etc	83
	10.15	Waiver of Jury Trial	83
	10.16	No Advisory or Fiduciary Responsibility	84
	10.17	Electronic Execution of Assignments and Certain Other Documents	84
	10.18	USA PATRIOT Act	84
	10.19	Time of the Essence	84
	10.20	ENTIRE AGREEMENT	85
	10.21	Release of Wholly-Owned Subsidiaries as Borrowers	85
	 	 	 
	SIGNATURES	S-1




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SCHEDULES


	1	Released Borrower Entities
	2.01	Commitments and Applicable Percentages
	5.05	Supplement to Interim Financial Statements
	5.06	Litigation
	5.09	Environmental Disclosure Items
	5.12(d)	Pension Plan Obligations
	5.13	Subsidiaries; Other Equity Investments
	5.21	Eligible Unencumbered Property Pool Properties
	7.02(g)	Investments
	7.08	Transactions with Affiliates
	10.02	Administrative Agent’s Office; Certain Addresses for Notices
	10.06(b)(v)	Competitors of Borrower


 


EXHIBITS


Form of


	A	Committed Loan Notice
	B	Opinion Matters
	C	Swing Line Loan Notice
	D-1	Revolver Note
	D-2	Term Note
	E	Compliance Certificate
	F-1	Assignment and Assumption
	F-2	Administrative Questionnaire
	G	Form of Subsidiary Guaranty
	H	Certificate to Accompany Request for Credit Extension


 


 




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SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


This SECOND AMENDED
AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 29, 2014 among FRANKLIN
STREET PROPERTIES CORP., a Maryland corporation (the “Borrower”) each lender from time to time party hereto either
as a result of such party’s execution of this Agreement as a “Lender” as of the date hereof or as a result of
such party being made a “Lender” hereunder by virtue of an executed Assignment and Assumption (collectively, the “Lenders”
and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.


A.     The Borrower,
certain of Borrower’s Wholly-Owned Subsidiaries, Bank of America, N.A., as administrative agent, and certain Lenders are
parties to an Amended and Restated Credit Agreement dated as of September 27, 2012 as amended by a First Amendment to Amended and
Restated Credit Agreement dated August 23, 2013 (the “Original Credit Agreement”), which Original Credit Agreement
provides, among other things, for revolving loans to be made by the Lenders to the borrowers thereunder and letters of credit to
be issued by the issuing lender thereunder in an aggregate principal amount not exceeding $500,000,000.00 and a term loan to be
made by the Lenders to the borrowers thereunder in a principal amount not exceeding $400,000,000.00.


B.     The parties
hereto have requested that the Original Credit Agreement be amended and restated in its entirety to provide, among other things,
for the Borrower to become the sole borrower and changes to certain financial covenants.


C.     The term loan
made under the Original Credit Agreement is fully advanced and remains outstanding under this Agreement and those revolving loans
made under the Original Credit Agreement remain advanced and outstanding under this Agreement.


NOW, THEREFORE,
for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend
and restate the Original Credit Agreement in its entirety effective as of the date hereof to read as follows:


ARTICLE
I.

DEFINITIONS AND ACCOUNTING TERMS 


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


“Adjusted
EBITDA” means, for the most recently ended fiscal quarter of Borrower, EBITDA of the Consolidated Parties less Capital
Reserves for all Properties for such period.


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


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


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit F-2 or any other
form approved by the Administrative Agent.


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


“Aggregate
Commitments” means the aggregate at any one time of: (i) the Aggregate Revolver Commitments; and (ii) the Aggregate Term
Commitments.




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“Aggregate
Revolver Commitments” means the Commitments of all the Lenders (including any Defaulting Lender) to make the Revolver
Committed Loans, as adjusted from time to time in accordance with the terms of this Agreement. The Aggregate Revolver Commitments
as of the Closing Date shall be $500,000,000. The Aggregate Revolver Commitments may increase in accordance with Section 2.16


“Aggregate
Term Commitments” means the Commitments of all the Lenders (including any Defaulting Lender), to make the Term Loan.
The Aggregate Term Commitments as of the Closing Date shall be $400,000,000.


“Agreement”
means this Credit Agreement.


“Anti-Corruption
Laws” means all laws, rules, and regulation of any jurisdiction applicable to Borrower or its Subsidiaries from time
to time concerning or relating to bribery or corruption.


“Applicable
Percentage” means (i) with respect to any Revolver Committed Loans, Swing Line Loans and L/C Obligations and determinations
made pursuant to this Agreement in respect thereof, the Applicable Revolver Percentage of any Lender and (ii) with respect to any
Term Committed Loans and determinations made pursuant to this Agreement in respect thereof, the Applicable Term Loan Percentage
of any Lender.


“Applicable
Revolver Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place)
of the Aggregate Revolver Commitments represented by such Lender’s Revolver Commitment at such time, subject to adjustment
as provided in this Agreement, including without limitation, in Section 2.18. If the commitment of each Lender to make
Revolver Committed Loans and Swing Line Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02 or if the Aggregate Revolver Commitments have expired, then the Applicable Revolver Percentage
of each Lender shall be determined based on the Applicable Revolver Percentage of such Lender most recently in effect, giving effect
to any subsequent assignments permitted hereunder. The initial Applicable Revolver Percentage of each Lender is set forth opposite
the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes
a party hereto, as applicable.


“Applicable
Term Loan Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal
place) of the Aggregate Term Commitments represented by such Lender’s Term Loan Commitment at such time, subject to adjustment
as provided in this Agreement, including without limitation, in Section 2.18. If the commitment of each Lender to make
Term Committed Loans have been terminated pursuant to Section 8.02 or if the Aggregate Term Commitments have expired,
then the Applicable Term Loan Percentage of each Lender shall be determined based on the Applicable Term Loan Percentage of such
Lender most recently in effect, giving effect to any subsequent assignments permitted hereunder. The initial Applicable Term Loan
Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.


“Applicable
Rate” means the following for the Term Loan and the Revolving Loans:


“Applicable
Rate for the Term Loan” means, from time to time, the following percentages per annum applicable to the Term Loan based
on the Borrower’s Credit Rating pursuant to the following grid:


	Level	Credit 

Rating	Eurodollar 

Rate Margin	Base Rate 

Margin
	I	A-/A3 (or higher)	0.950%	0.000%
	II	BBB+/Baa1	1.025%	0.025%
	III	BBB/Baa2	1.200%	0.200%
	IV	BBB-/Baa3	1.450%	0.450%
	V	<BBB-/Baa3	1.900%	0.900%


 




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“Applicable
Rate for Revolving Loans” means, from time to time, the following Eurodollar Rate Margins and Base Rate Margins per annum
applicable to the Revolving Loans based on the Borrower’s Credit Rating pursuant to the following grid:


	Level	Credit 

Rating	Eurodollar Rate 

Margin and 

Letters of Credit	Facility 

Fee	Base Rate 

Margin
	I	A-/A3 (or higher)	0.875%	0.125%	0.000%
	II	BBB+/Baa1	0.925%	0.150%	0.000%
	III	BBB/Baa2	1.050%	0.200%	0.050%
	IV	BBB-/Baa3	1.250%	0.250%	0.250%
	V	<BBB-/Baa3	1.650%	0.300%	0.650%


 


During any period
that the Borrower has two Credit Ratings that are not equivalent, then the Applicable Rate for the Term Loan, the Applicable Rate
for Revolving Loans and the Facility Fee will be determined based on the higher rating. During any period that the Borrower only
has one Credit Rating, then the Applicable Rate for the Term Loan, the Applicable Rate for Revolving Loans and the Facility Fee
will be determined based on that Credit Rating. During any period that the Borrower has no Credit Rating, then Applicable Rate
for the Term Loan, the Applicable Rate for Revolving Loans and the Facility Fee will be determined based on Level V of the applicable
grid above. Any change in the Borrower’s Credit Rating which would cause it to move to a different Level shall be effective
as of the first day of the first calendar month immediately following such change.


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


“Arranger”
means MLPF&S in its capacity as sole bookrunner and sole lead arranger.


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


“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially
the form of Exhibit F-1 or any other form (including electronic documentation generated by use of an electronic platform)
approved by the Administrative Agent.


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




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


“Availability
Period” means the period from and including the Closing Date to the earliest of (a) the Revolver Maturity Date,
(b) the date of termination of the Aggregate Revolver Commitments pursuant to Section 2.07, and (c) the date
of termination of the commitment of each Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit
Extensions pursuant to Section 8.02.


“Bank of
America” means Bank of America, N.A. and its successors.


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day as
publicly announced from time to time by the Administrative Agent as its “prime rate”, (b) the Federal Funds Rate
plus 1/2 of 1% (0.50%), and (c) the Eurodollar Rate for a one-month Interest Period plus 1.00%. The “prime rate”
is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired
return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced
at, above, or below such announced rate. Any change in such prime rate announced by the Administrative Agent shall take effect
at the opening of business on the day specified in the public announcement of such change.


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


“BMO Loan
Documents” means that certain Credit Agreement dated as of the date hereof by and among, inter alia, Borrower
and Bank of Montreal and the documents, instruments and agreements in connection therewith.


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


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


“Borrowing”
means a Committed Borrowing or a Swing Line Borrowing, as the context may require.


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


“Capitalization
Rate” means seven percent (7.0%) for each CBD or Urban Infill Property and seven and one-half percent (7.5%) for each
Suburban Property.


“Capital
Reserve” means for any period and with respect to a Property (other than any Projects Under Development), an amount equal
to the product of (i) the gross leaseable area contained in such Property (in square feet), multiplied by (ii) $0.30
per annum.


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




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“Cash Equivalents”
means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities
of not more than twelve (12) months from the date of acquisition, (b) U.S. dollar denominated time deposits and certificates
of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in
excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent
thereof or from Moody’s is at least P-2 or the equivalent thereof (any such bank being an “Approved Bank”),
in each case with maturities of not more than two (2) years from the date of acquisition, (c) commercial paper and variable
or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate commercial paper or notes
issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the
equivalent thereof) or better by Moody’s and maturing within one (1) year of the date of acquisition, (d) repurchase
agreements with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus
in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which any Consolidated
Party shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof,
a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance
with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended,
which are administered by reputable financial institutions having capital of at least $50,000,000 and the portfolios of which invest
principally in Investments of the character described in the foregoing subdivisions (a) through (d).


“CBD or
Urban Infill Property” means (a) any Property listed on Schedule 5.21 and identified as a CBD or Urban Infill
Property, and (b) any other improved Property which is located in markets with characteristics similar to those identified in clause
(a) and is designated by the Administrative Agent and the Borrower as a CBD or Urban Infill Property from time to time.


“Certificate
to Accompany Request for Credit Extension” means a certificate substantially in the form of Exhibit H.


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, promulgation,
implementation, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request,
guideline or directive (whether or not having the force of law) by any Governmental Authority (including, without limitation, all
requests, rules, guidelines or directives in connection with Dodd-Frank Wall Street Reform and Consumer Protection Act regardless
of the date enacted, adopted or issued). Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines
or directives in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a Change in
Law regardless of the date enacted, adopted, implemented or issued and all requests, rules, guidelines or directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor
or similar authority) or the United States financial regulatory authorities shall be deemed to be a Change in Law regardless of
the date adopted, issued, promulgated or implemented.


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




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


“Closing
Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance
with Section 10.01.


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


“Commitment”
means, as to each Lender, its obligation to (a) make Revolver Committed Loans and a Term Committed Loan to the Borrower pursuant
to Section 2.01 and Section 2.16, (b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth
opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.


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


“Committed
Loan” or “Committed Loans” means the Revolver Committed Loan and the Term Committed Loan made by the
Lenders to the Borrower pursuant to this Agreement, as the context so requires.


“Committed
Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type
to the other, or (c) a continuation of Eurodollar Rate Committed Loans, pursuant to Section 2.02(a), which, shall
be substantially in the form of Exhibit A, or such other form as may be approved by the Administrative Agent (including
any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (provided
that any such form does not contain a reaffirmation of representations upon a conversion from one Type of Loan to another or upon
the continuation of a Loan), appropriately completed and signed by a Responsible Officer of the Borrower.


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


“Consolidated
Parties” means a collective reference to Borrower and its consolidated Subsidiaries, as determined in accordance with
GAAP; and “Consolidated Party” means any one of them. Sponsored REITS shall be deemed not included as Consolidated
Parties under this Agreement and the Loan Documents.


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


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


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




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


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


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


“Default
Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to
(i) the Base Rate plus (ii) any Applicable Rate for Revolving Loans or Applicable Rate for the Term Loan, as the
case may be, applicable to Base Rate Committed Loans plus (iii) 2% per annum; provided, however, that
with respect to a Eurodollar Rate Committed Loan, the Default Rate shall be an interest rate equal to the interest rate (including
any Applicable Rate for Revolving Loans or Applicable Rate for the Term Loan, as the case may be) otherwise applicable to such
Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate for Revolving
Loans plus 2% per annum.


“Defaulting
Lender” means, subject to Section 2.18(b), any Lender that, as determined by the Administrative Agent, (a) has
failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters
of Credit or Swing Line Loans, within three Business Days of the date required to be funded by it hereunder unless such Lender
notifies the Administrative Agent or the Borrower in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding set forth in Section 4.02 (each of which conditions precedent, together
with any applicable default, shall be specifically identified in writing) has not been satisfied, (b) has notified the Borrower
or the Administrative Agent in writing that it does not intend to comply with its funding obligations (unless such writing states
that such position is based on such Lender’s determination that a condition precedent to funding in Section 4.02 (which
condition precedent, together with any applicable default, shall be specifically identified in such writing) cannot be satisfied),
(c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory
to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent
company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval
of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority.


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any
Sanction.


“Designated
Person” means a Person (a) listed in the annex to, or otherwise subject to the provisions of, any Executive Order imposing
Sanctions; (b) named as a “Specially Designated National and Blocked Person” (an “SDN”) on the most
current list published by OFAC at its official website or any replacement website or other replacement official publication of
such list (the “SDN List”) or is otherwise the subject of any Sanctions; or (c) in which a Person on the SDN
List has 50% or greater ownership interest or that is otherwise controlled by an SDN.


“Disposition”
or “Dispose” means the sale, transfer, license, lease (including any ground lease) or other disposition (including
any sale and leaseback transaction but excluding any real estate space lease made in a property by a Person in the normal course
of such Person’s business operations) of any property by any Person, including any sale, assignment, transfer or other disposal,
with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For the avoidance
of doubt, any assignment or other disposition for collateral or security purposes shall not constitute a Disposition under this
Agreement and the other Loan Documents.


“Documentation
Agent” means Compass Bank and PNC Bank, National Association., each in its capacity as documentation agent, or any successor
documentation agent.




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


“EBITDA”
means for the Consolidated Parties, for the most recently ended fiscal quarter of Borrower, without duplication, the sum of (a)
net income of the Consolidated Parties, in each case, excluding any non recurring or extraordinary gains and losses for such period
(but including syndication fees), plus (b) any amount which, in the determination of net income for such period pursuant to clause
(a) above, has been deducted for or in connection with (i) Interest Expense (plus, amortization of deferred financing costs, to
the extent included in the determination of Interest Expense under GAAP), (ii) income taxes, and (iii) depreciation and amortization,
all determined in accordance with GAAP for such period plus (c) the Consolidated Parties’ Equity Percentage of the above
attributable to Unconsolidated Affiliates.


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


“Eligible
Unencumbered Property Pool” means, collectively, Properties of the Borrower and its Wholly-Owned Subsidiaries and any
1031 Intermediary (other than unimproved land) each of which Properties meets the following criteria:


		1.	The Property is 100% fee owned (or ground leased) by Borrower or any Wholly-Owned Subsidiary or
any 1031 Intermediary (ground leases to be Financeable Ground Leases approved by the Administrative Agent in its reasonable discretion,
provided, however, that ground leases of real property ancillary to the primary use of a Property (such as a ground lease of parking
facilities ancillary to a Property owned in fee by a Borrower) shall not require approval by the Administrative Agent);



		2.	The Property is primarily an industrial, office, flex, or apartment property;



		3.	The Property is located in the continental United States;



		4.	The Property or ownership thereof is not subject to any Liens or Negative Pledges except for liens
(and under documents related thereto) specified in subsections (i)-(v), inclusive, of the definition of Permitted Liens and the
owner of the Property does not have any Recourse Indebtedness (unless such owner is Borrower);



		5.	The owner of the Property has the right to sell, transfer or dispose of such Property, provided
that if any such Property is subject to a Financeable Ground Lease approved by Administrative Agent the owner shall be deemed to
have the right to sell, transfer or dispose of such Property if the lessor is required to approve of or consent to any sale, transfer
or disposition based on reasonable objective criteria as to the creditworthiness or line of business of the transferee or delivery
of customary assignment and assumption agreements from the transferor and transferee; and



		6.	The Property is free of all structural defects or major architectural deficiencies, title defects,
Environmental Liability or other adverse matters that would materially impair the value of the Property.



“Environmental
Complaint” means any complaint, order, demand, citation or notice threatened or issued in writing to any Consolidated
Party by any Governmental Authority with regard to Releases or noise emissions in violation of Environmental Laws or any other
alleged violation of Environmental Laws affecting any Consolidated Party or any of their respective Properties.


“Environmental
Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, governmental restrictions,
rules and judgments, orders or decrees of any Governmental Authority with jurisdiction over the Property of a Consolidated Party
relating to pollution and the protection of the environment from contamination by, or the release of any materials into the environment,
including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.




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“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of any Consolidated Party directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials on or from the Property of a Consolidated Party, or (c) the release or threatened release of any Hazardous Materials
into the environment from a Property of a Consolidated Party.


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


“Equity
Percentage” means, with respect to any Person, the aggregate ownership percentage of such Person in each Unconsolidated
Affiliate, which shall be calculated as follows: (a) for calculation of Indebtedness or liabilities, such Person’s nominal
capital ownership interest in the Unconsolidated Affiliate as set forth in the Unconsolidated Affiliate’s organizational
documents, or, if greater, the amount or percentage of such items allocated to such Person, or for which such Person is directly
or indirectly responsible, pursuant to the terms of the applicable joint venture agreement (or similar governing agreement) or
applicable law and (b) for all other purposes, the greater of (i) such Person’s nominal capital ownership interest
in the Unconsolidated Affiliate as set forth in the Unconsolidated Affiliate’s organizational documents, and (ii) such
Person’s economic ownership interest in the Unconsolidated Affiliate, reflecting such Person’s share of income and
expenses of the Unconsolidated Affiliate.


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


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


“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any
ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer
Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the
PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that
any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430,
431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV
of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.


“Eurodollar
Base Rate” has the meaning specified in the definition of Eurodollar Rate.


“Eurodollar
Rate” means for any Interest Period with respect to a Eurodollar Rate Committed Loan, a rate per annum determined by
the Administrative Agent pursuant to the following formula:




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	Eurodollar Rate  = 	Eurodollar Base Rate
	1.00 – Eurodollar Reserve Percentage


 


If the Eurodollar Rate shall be less than zero, such
rate shall be deemed zero for purposes of this Agreement.


Where,


“Eurodollar
Base Rate” means: (a) for such Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate
(“BBA LIBOR”), as published on the applicable Bloomberg Screen page (or such other commercially available source
providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any
reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Eurodollar Rate Committed Loan being made, continued or converted by the Administrative Agent and with
a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in
the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior
to the commencement of such Interest Period; and


(b) for any
interest calculation with respect to a Base Rate Committed Loan on any date, the rate per annum equal to (i) BBA LIBOR, at
approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered
in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available
at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars
for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Committed Loan being made
or maintained and with a term equal to one month would be offered by the Administrative Agent’s London Branch (or if the
Administrative Agent has no London Branch, then the London Branch of any major US national banking association reasonably selected
by the Administrative Agent) to major banks in the London interbank Eurodollar market at their request at the date and time of
determination.


“Eurodollar
Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried
out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time
to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar
Rate for each outstanding Eurodollar Rate Committed Loan shall be adjusted automatically as of the effective date of any change
in the Eurodollar Reserve Percentage.


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


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


“Excluded
Commitment” has the meaning specified in Section 2.15(b)(iii).


“Excluded
Subsidiary” means, as of any date of determination, (a) any Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower,
(b) any Subsidiary that is an Immaterial Subsidiary, and (c) any Subsidiary (i) that holds title to assets which are collateral
for any Secured Indebtedness of such Subsidiary or which is a Subsidiary that is a single asset entity and has incurred or assumed
Nonrecourse Indebtedness; and (ii) which is prohibited from guarantying or otherwise being liable for the Indebtedness of any other
person pursuant to (x) any document, instrument or agreement evidencing such Secured Indebtedness or Nonrecourse Indebtedness or
(y) 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 such Secured Indebtedness or Nonrecourse Indebtedness.




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“Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment
to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by its overall net
income (however denominated), and franchise Taxes imposed on it (in addition to or in lieu of net income Taxes), by the jurisdiction
(or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable Lending Office is located or by any jurisdiction as a result of
a present or former connection between such recipient and the jurisdiction imposing such Tax (or any political subdivision thereof),
other than any such connection arising solely from such recipient having executed, delivered or performed its obligations or received
a payment under, or enforced, this Agreement or any other Loan Document, (b) any branch profits Taxes imposed by the United
States or any similar Tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding Tax
that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 3.01(e),
(d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13),
any withholding Tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force
at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such
Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e),
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending
Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 3.01(a)(ii)
or (c) and (e) any Taxes imposed under FATCA.


“Facility
Fee” is defined in Section 2.10(a).


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


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


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


“Fee Letter”
means the letter agreement, dated September 25, 2014, among Borrower, Administrative Agent and Arranger as amended or supplemented
from time to time.


“Financeable
Ground Lease” means, a ground lease that provides protections for a potential leasehold mortgagee (“Mortgagee”)
which include, among other things (a) a remaining term, including any optional extension terms exercisable unilaterally by the
tenant, of no less than twenty-five (25) years from the Closing Date, (b) that the ground lease will not be terminated until the
Mortgagee has received notice of a default, has had a reasonable opportunity to cure or complete foreclosure, and has failed to
do so, (c) provision for a new lease on the same terms to the Mortgagee as tenant if the ground lease is terminated for any reason
or other protective provisions reasonably acceptable to Administrative Agent, (d) non-merger of the fee and leasehold estates,
(e) transferability of the tenant’s interest under the ground lease without any requirement for consent of the ground lessor
unless based on reasonable objective criteria as to the creditworthiness or line of business of the transferee or delivery of customary
assignment and assumption agreements from the transferor and transferee, and (f) that insurance proceeds and condemnation awards
from the leasehold interest will be applied pursuant to the terms of the applicable leasehold mortgage.




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“Fixed
Charges” means, for the Consolidated Parties, for the most recently ended fiscal quarter of Borrower, without duplication,
the sum of (a) Interest Expense, plus (b) scheduled principal payments on Indebtedness, exclusive of (i) any voluntary prepayments
made by a Consolidated Party and (ii) balloon, bullet or similar principal payments which repay Indebtedness in full, plus (c)
Preferred Dividends paid during such period, if any, plus the Consolidated Parties’ Equity Percentage of the above clauses
(a) and (b) for Unconsolidated Affiliates.


“Foreign
Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is
resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer) or any other Lender that is not
a “United States Person” within the meaning of Section 7701(a)(30) of the Code. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.


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


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


“Fully
Satisfied” means, with respect to the Obligations as of any date, that, as of such date, (a) all principal of and
interest accrued to such date which constitute Obligations shall have been paid in full in cash, and (b) all fees, expenses
and other amounts then due and payable which constitute Obligations shall have been paid in cash.


“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.


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


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


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




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


“Immaterial
Subsidiary” means as of any date of determination, any Subsidiary holding assets (excluding earnest money deposits for
the purchase of real estate) which contribute less than $100,000 to Total Asset Value. Any Subsidiary formed for the purpose of
purchasing real estate shall be deemed to be an Immaterial Subsidiary prior to purchase of such real estate and regardless of the
amount of any earnest money deposit funded in connection therewith.


“Indebtedness”
means, without duplication, all obligations of the following types:


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


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


(c)     any
net obligation under any Swap Contract, the amount of which on any date shall be deemed to be the Swap Termination Value thereof
as of such date.


(d)     all
obligations to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course
of business);


(e)     any
capital lease or Synthetic Lease Obligation, the amount of which as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date;


(f)     all
obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person
or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends, provided, the foregoing shall be excluded from Indebtedness if the obligation
is neither scheduled nor permitted to become due and payable on or prior to the date on which the Obligations are scheduled to
be due and payable in full; and


(g)     without
duplication, all Guarantees in respect of any of the foregoing.


For all purposes hereof,
the Indebtedness shall include the Indebtedness of any partnership or Joint Venture (other than a Joint Venture that is itself
a corporation, limited partnership or limited liability company) in which a Person is a general partner or a joint venturer, unless
such Indebtedness is Nonrecourse Indebtedness. Indebtedness shall not include the Indebtedness of Sponsored REITs.


“Indemnified
Taxes” means Taxes other than (i) Excluded Taxes and (ii) Other Taxes imposed under non-US Law rather than US Law.




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


“Information”
has the meaning specified in Section 10.07.


“Intangible
Assets” means goodwill, the purchase price of acquired assets in excess of fair market value thereof, trademarks, trade
names, service marks, brand names, copyrights, patents and licenses, and rights with respect to the foregoing.


“Interest
Expense” means for the Consolidated Parties, without duplication, total interest expense incurred (in accordance with
GAAP), including capitalized interest plus the Consolidated Parties’ Equity Percentage of the same for Unconsolidated Affiliates.


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


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


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


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


(iii)     no
Interest Period for a Revolver Committed Loan shall extend beyond the Revolver Maturity Date; and


(iv)     no
Interest Period for a Term Committed Loan shall extend beyond the Term Loan Maturity Date.


“Internal
Control Event” means fraud that involves the officers of Borrower listed in clause (a) of the definition of “Responsible
Officer” who have control over financial reporting, as described in the Securities Laws.


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


“IRS”
means the United States Internal Revenue Service.




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


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


“Joint
Venture” shall mean any Person in which a Consolidated Party owns an Equity Interest, but that is not a Wholly-Owned
Subsidiary of such Consolidated Party. Sponsored REITS shall not be Joint Ventures.


“Joint
Venture Projects” shall mean all Projects with respect to which a Consolidated Party holds, directly or indirectly, an
interest that is less than 100%. Projects owned by Sponsored REITS shall not be Joint Venture Projects.


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


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


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


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


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


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


“Lender”
means each lender from time to time party hereto as a result of (i) such party’s execution of this Agreement as a “Lender”
as of the Closing Date or (ii) such party’s execution by joinder of an amendment to this Agreement to increase the Aggregate
Revolver Commitments pursuant to Section 2.16 hereof, pursuant to which joinder such party agrees to be bound by the terms of this
Agreement as a “Lender” or (iii) such party being made a “Lender” hereunder by virtue of an executed Assignment
and Assumption.


“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative
Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent,
which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless
the context otherwise requires each reference to a Lender shall include its applicable Lending Office.


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




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


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


“Letter
of Credit Issuance Expiration Date” means the day that is seven (7) days prior to the Revolver Maturity Date then in
effect (or, if such day is not a Business Day, the next preceding Business Day).


“Letter
of Credit Sublimit” means an amount up to ten percent (10%) of the Aggregate Revolver Commitments. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Commitments.


“Leverage
Ratio” means, at any time, Total Indebtedness divided by the Total Asset Value, expressed as a percentage.


“Lien”
means any mortgage, pledge, hypothecation, assignment for security, encumbrance, lien (statutory or other excepting any liens for
taxes not yet due and payable), charge, or other security interest or preferential arrangement in the nature of a security interest
of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any other encumbrance on title
to or ownership of real property securing the payment of money, and any financing lease having substantially the same economic
effect as any of the foregoing).


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan or a Swing
Line Loan.


“Loan Documents”
means this Agreement, each Note, each Issuer Document, any agreement, if any, creating or perfecting rights in Cash Collateral
pursuant to the provisions of Section 2.17 of this Agreement, any Subsidiary Guaranty issued pursuant to Section
6.12 hereof, and any other documents, instruments or agreements executed and delivered by Borrower related to the foregoing,
including, without limitation, the Fee Letter but specifically excluding that certain Mandate Letter and attached Summary of Terms
dated September 25, 2014 by and among the Borrower, Administrative Agent and Arranger.


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


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect on, the operations, business,
properties or financial condition of the Consolidated Parties (including without limitation, Borrower), taken as a whole; (b) a
material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Documents or of the ability
of the Borrower and the Subsidiary Guarantors, taken as a whole, to perform their obligations under the Loan Documents to which
they are a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower
or any Subsidiary Guarantor of any Loan Document to which it is a party.


“MLPF&S”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated successor by merger to, Banc of America Securities LLC.


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


“Mortgage”
shall mean (a) any mortgage, deed of trust, deed to secure debt or similar security instrument (regardless of priority) made or
to be made by any entity or person owning an interest in real estate granting a lien on such interest in real estate as security
for the payment of Indebtedness and (b) any mezzanine indebtedness relating to such real estate interest and secured by the Equity
Interests of the direct or indirect owner of such real estate interest.


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




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


“Negative
Pledge” shall mean with respect to a given asset, any provision of a document, instrument or agreement which prohibits
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 the following shall not constitute a Negative Pledge: (i) an agreement that prohibits, restricts
or conditions a Person’s ability to create or assume a Lien on its or its Subsidiary’s assets, provided that such agreement
permits the creation or assumption of Liens upon the satisfaction or maintenance of one or more specified ratios, (ii) an agreement
that uses such asset as a borrowing base measurement, (iii) any Negative Pledge required by law; (iv) customary provisions in leases,
licenses and other contracts restricting the pledge or assignment thereof; (v) Negative Pledges contained in any agreement relating
to the sale of any Subsidiary or any assets pending such sale; provided, that in any such case, the Negative Pledge applies only
to the Subsidiary or the assets that are the subject of such sale; and (vi) Negative Pledges contained in any Financeable Ground
Leases approved by the Administrative Agent.


“Net Operating
Income” or “NOI” means, for any Property owned by any Consolidated Party and for the most recently
ended fiscal quarter of Borrower for which financial information has been, or simultaneously with such determination will be, delivered
to the Administrative Agent, the sum of the following (without duplication and determined on a consistent basis with prior periods):
(a) rents and other revenues received or earned in the ordinary course from such Property (including, without limitation,
(i) revenues from the straight-lining of rents; and (ii) proceeds of rent loss or business interruption insurance but 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, excluding interest, and inclusive of an appropriate accrual for expenses related
to the ownership, operation or maintenance of such Property during the respective period, including but not limited to property
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, as applicable, but specifically excluding general overhead expenses of
the Borrower or any Subsidiary and any property management fees) minus (c) the Capital Reserves for such Property as
of the end of such period minus (d) without duplication an imputed management fee in the amount of 3% of the gross
revenues for such Property for such period.


“Nonrecourse
Indebtedness” means Secured Indebtedness that is only recourse to all assets of a Person as a result of customary exceptions
to non-recourse liability such as fraud, misapplication of funds, environmental indemnities, and other similar exceptions, and
is otherwise contractually limited to specific assets of a Person encumbered by a lien securing such indebtedness.


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Revolving Loans and the Term Loan made by such Lender,
substantially in the form of Exhibits D-1 and D-2.


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, Borrower arising under any Loan Document with
respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees under the Loan Documents that accrue after
the commencement by or against Borrower of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


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




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“Original
Credit Agreement” means collectively, that certain Amended and Restated Credit Agreement dated September 27, 2012, as
amended, among Borrower, certain Wholly-Owned Subsidiaries of Borrower, Bank of America, N.A., as administrative agent, and a syndicate
of Lenders.


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


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


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


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


“PATRIOT
Act” means the USA PATRIOT Act (Title III of PUB. L. 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.


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


“Pension
Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment
payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension
Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412,
430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


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


“Permitted
Liens” means (i) liens for taxes, assessments or governmental charges unpaid and diligently contested in good faith by
the Borrower or a Subsidiary unless payment is required prior to the contesting of any such taxes and provided no enforcement proceedings
have been commenced with respect to any lien filed in connection with such dispute and adequate reserves have been established
(or are adequately bonded) for such taxes, assessments or governmental charges; (ii) liens for taxes, assessments or governmental
charges not yet due and payable; (iii) (A) liens for labor, materials or supplies and any other liens (exclusive of those securing
Indebtedness) which do not materially interfere with the use of the Properties comprising the Eligible Unencumbered Property Pool
or the operation of the business of the Borrower or a Subsidiary and are either bonded or do not exceed in the aggregate at any
one time $5,000,000.00; and (B) zoning restrictions, easements, rights of way, covenants, reservations and other rights, restrictions
or encumbrances on use, which do not which do not materially interfere with the use of the Properties comprising the Eligible Unencumbered
Property Pool or the operation of the business of the Borrower; (iv) liens in favor of Borrower or a Wholly-Owned Subsidiary in
connection with a 1031 Property; (v) liens deemed to occur by virtue of investments described in clause (d) of the definition of
Cash Equivalents; (vi) liens on Cash Collateral; (vii) 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
similar applicable Laws; (viii) Liens and rights of pledge and setoff of banks, financial institutions and securities intermediaries
in respect of deposits and accounts maintained in the ordinary course of business and not securing Indebtedness; (ix) Liens solely
on any cash earnest money deposits made by the Borrower or a Subsidiary in connection with any letter of intent or purchase agreement;
and (x) liens on property existing at the time of acquisition and refinancing of such liens, liens securing Secured Indebtedness,
liens on the Equity Interests of Excluded Subsidiaries, and liens securing judgments not constituting an Event of Default under
Section 8.01(h), all in amounts complying with the applicable financial covenants set forth in Section 7.11 hereof.




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


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of Borrower or any ERISA Affiliate or any such Plan to which Borrower or any ERISA Affiliate is required to contribute on behalf
of any of its employees and not excluded under Section 4 of ERISA.


“Platform”
has the meaning specified in Section 6.02.


“Preferred
Dividends” shall mean, with respect to any Person, dividends or other distributions which are payable to holders of any
Equity Interests in such Person which entitle the holders of such Equity Interests to be paid on a preferred basis prior to dividends
or other distributions to the holders of other types of Equity Interests in such Person.


“Projects”
shall mean any and all parcels of real property owned by any Consolidated Party or with respect to which the Consolidated Party
owns an interest (whether directly or indirectly) on which are located improvements with a gross leasable area in excess of 50,000
square feet or with respect to which construction and development of such improvements are under development.


“Projects
Under Development” means any Project under development or redevelopment by any Consolidated Party (a) classified
as construction in progress on Borrower’s quarterly financial statements; or (b) as to which a certificate of occupancy
has not been issued.


“Properties”
means, as of any date of determination, interests in real property, together with all improvements thereon, owned by Borrower or
any Consolidated Party, as applicable; and “Property” means any one of them.


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


“Rating
Agency” means S&P, Moody’s or any other nationally recognized securities rating agency selected by the Borrower
and approved of by the Administrative Agent in writing.


“Recourse
Indebtedness” means any Indebtedness other than Nonrecourse Indebtedness.


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


“Registered
Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the Borrower as
prescribed by the Securities Laws.


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


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


“Release”
means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, or migration
of Hazardous Materials into the environment, or into or out of any Property of a Consolidated Party, including the movement of
any Hazardous Materials through or in the air, soil, surface water, groundwater, of any Property of a Consolidated Party.




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


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


“Required
Lenders” means, as of any date of determination, no less than two (2) Lenders having at least 51% of the Aggregate Commitments
or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, no less than two (2) Lenders holding in the aggregate at least 51% of the Total
Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided, that the Commitment
of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making
a determination of Required Lenders.


“Requirements”
means any law, ordinance, code, order, rule or regulation of any Governmental Authority relating in any way to the acquisition,
ownership, construction, use, occupancy and operation of the Properties comprising the Eligible Unencumbered Property Pool.


“Responsible
Officer” means, as applicable, (a) the chief executive officer, president, chief operating officer, chief investment
officer, chief financial officer, treasurer, assistant treasurer, general counsel or controller of Borrower or the president of
FSP Property Management LLC, and (b) solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01,
the secretary or assistant secretary of Borrower, and (c) solely for purposes of notices given pursuant to Article II, any other
officer of Borrower so designated by any of the foregoing officers in a notice to Administrative Agent and (d) solely for purposes
of the delivery of any covenant compliance and/or absence of default certifications pursuant to Sections 4.01, 4.02, and 6.02(a),
the chief executive officer, president, chief financial officer or treasurer of Borrower. Any document delivered hereunder that
is signed by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf
of Borrower.


“Restricted
Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class
of the Equity Interests of any Consolidated Party, now or hereafter outstanding (excluding any payment of dividends or other distributions
by Borrower based on Borrower’s good faith estimate of its projected or estimated taxable income or otherwise as necessary
to retain Borrower’s status as a REIT, to meet the distribution requirements of Section 857 of the Internal Revenue Code
or to eliminate any Taxes to which Borrower would otherwise be subject), (b) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of the Equity Interests of any
Consolidated Party, 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 shares of any class of the Equity Interests of any Consolidated Party, now or hereafter
outstanding.


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


“Revolver
Extended Maturity Date” means October 29, 2019.


“Revolver
Initial Maturity Date” means October 29, 2018.


“Revolver
Loan Commitment” means, as to each Lender, such Lender’s obligation to make a Revolving Loan pursuant to Section
2.01(a), in an amount up to, but not exceeding, the amount set forth for such Lender on Schedule 2.01 as such Lender’s
“Revolver Loan Commitment” as may be amended pursuant to Section 2.16.




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“Revolver
Maturity Date” means the later of (a) the Revolver Initial Maturity Date and (b) if maturity is extended pursuant
to Section 2.15, the Revolver Extended Maturity Date; provided, however, that, in each case, if such
date is not a Business Day, the Revolver Maturity Date shall be the next preceding Business Day.


“Revolving
Loan(s)” means a loan(s) made by a Lender to the Borrower pursuant to Section 2.01(a).


“Sanction(s)”
means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations
Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.


“Sarbanes-Oxley”
means the Sarbanes-Oxley Act of 2002.


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.


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


“Secured
Indebtedness” means all Indebtedness of a Person that is secured by a mortgage, deed of trust, lien, pledge, encumbrance
or other security interest.


“Securities
Holdings” shall mean common stock, preferred stock, other capital stock, beneficial interests in trusts, membership interests
in limited liability companies and other Equity Interests in entities (other than consolidated Subsidiaries, unconsolidated Subsidiaries
and Sponsored REITS, and other than property that is included as “Cash Equivalents,” “Cash” or “Marketable
Securities” on Borrower’s balance sheet). The value of Securities Holdings shall be calculated on the basis of the
lower of cost or market value as shown on Borrower’s balance sheet.


“Securities
Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting
and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company
Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.


“Sponsored
REIT” shall have the same meaning as such term is used in Borrower’s filings with the SEC. For the avoidance of
doubt, a “Sponsored REIT” shall include a Wholly-Owned Subsidiary of Borrower during the period prior to its syndication.


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Borrower. Sponsored REITs shall not be considered Subsidiaries.


“Subsidiary
Guarantor” means any Subsidiary that is a guarantor of the Obligations pursuant to Section 6.12 hereof.


“Subsidiary
Guaranty” means a Guarantee of the Obligations entered into by a Subsidiary Guarantor pursuant to Section 6.12
hereof.


“Suburban
Property” means (a) any Property listed on Schedule 5.21 and identified as a Suburban Property, or (b) any other
improved Property that does not meet the definition of a CBD or Urban Infill Property.




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


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


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


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


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


“Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.05(b), which shall be substantially
in the form of Exhibit C, or such other form as approved by the Administrative Agent (including any form on an electronic
platform or electronic transmission system as shall be approved by the Administrative Agent) (provided that any such form does
not contain a reaffirmation of representations upon a conversion from one Type of Loan to another or upon the continuation of a
Loan), appropriately completed and signed by a Responsible Officer of the Borrower.


“Swing
Line Sublimit” means an amount up to ten percent (10%) of the Aggregate Revolver Commitments. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Commitments.


“Syndication
Agent” means Citizens Bank, National Association, Regions Bank and Bank of Montreal, each in its capacity as syndication
agent, or any successor syndication agent.


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


“Taking”
means any condemnation for public use of, or damage by reason of, the action of any Governmental Authority, or any transfer by
private sale in lieu thereof, either temporarily or permanently.


“Tangible
Net Worth” means, for the Consolidated Parties, as of the most recently ended fiscal quarter of Borrower, the excess
of Total Assets over Total Liabilities, and less the sum of:




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(a)     the
total book value of all assets of the Consolidated Parties properly classified as Intangible Assets; plus


(b)     all
amounts representing any write-up in the book value of any assets of the Consolidated Parties resulting from a revaluation thereof
subsequent to the balance sheet date; plus


(c)     to
the extent otherwise includable in the computation of Tangible Net Worth, any subscriptions receivable.


Total Assets and Total Liabilities
shall also exclude an asset or liability created by the Swap Termination Value.


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


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


“Term Loan”
means the term loan made by the Lenders to the Borrower pursuant to Section 2.01(b).


“Term Loan
Commitment” means, as to each Lender, such Lender’s obligation to make a Term Loan on the Closing Date pursuant
to Section 2.01(b), in an amount up to, but not exceeding, the amount set forth for such Lender on Schedule 2.01
as such Lender’s “Term Loan Commitment”.


“Term Loan
Maturity Date” means September 27, 2017.


“Threshold
Amount” means without duplication (a) with respect to Nonrecourse Indebtedness, such Indebtedness having an aggregate
outstanding principal amount of at least $40,000,000 individually or when aggregated with all such Indebtedness and (b) with respect
to any other Indebtedness of such Person, such Indebtedness having an aggregate outstanding principal amount of at least $20,000,000
individually or when aggregated with all such Indebtedness. For clarification purposes, no Indebtedness and no Guarantee shall
be attributed to any Person hereunder (for purposes of determination of the Threshold Amount of Indebtedness of a Person, including
whether or not such Indebtedness is Nonrecourse Indebtedness unless such Person is the borrower, guarantor or primary obligor thereof
and, if a guarantor, such Indebtedness or Guarantee, as applicable, shall be deemed to be in the amount of such guaranty (and shall
exclude any and all guaranties that are not in liquidated amounts).


“Total
Assets” means all assets of the Consolidated Parties determined in accordance with GAAP.


“Total
Asset Value” means, without duplication, for the most recently ended fiscal quarter of Borrower, with respect to the
Consolidated Parties on a consolidated basis, the sum of (a) the quotient of annualized NOI for such fiscal quarter minus the aggregate
amount of NOI attributable to each Property sold or otherwise disposed of during such fiscal quarter minus the aggregate amount
of NOI attributable to each Property acquired during the last four fiscal quarters, divided by the Capitalization Rate plus (b)
the acquisition cost of each Property acquired during such prior four fiscal quarters, plus (c) unrestricted cash and Cash Equivalents,
plus (d) the book value of unimproved land holdings, plus (e) the book value of construction in progress, plus (f) the carrying
value of performing mortgage loans to Sponsored REITs, plus (g) the carrying value of preferred stock investments in Sponsored
REITs as shown on Borrower’s financial statements.


“Total
Indebtedness” means all Indebtedness of the Consolidated Parties determined on a consolidated basis plus the Consolidated
Parties’ Equity Percentage of Indebtedness of Unconsolidated Affiliates.


“Total
Liabilities” means all liabilities of the Consolidated Parties determined in accordance with GAAP.


“Total
Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.




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“Total
Secured Indebtedness” means, all Indebtedness of the Consolidated Parties that is secured by a mortgage, deed of trust,
lien, pledge, encumbrance or other security interest, and the Consolidated Parties’ Equity Percentage of the above of Unconsolidated
Affiliates.


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


“Unconsolidated
Affiliate(s)” means, with respect to any Person (the “parent”), at any date, any corporation, limited
liability company, partnership, association or other entity that is an Affiliate of such Person, the accounts of which would not
be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were
prepared in accordance with full consolidation method GAAP as of such date. Unless otherwise specified, all references herein to
“Unconsolidated Affiliate” or to “Unconsolidated Affiliates” shall refer to an Unconsolidated Affiliate
or Unconsolidated Affiliates of the Consolidated Parties. Unconsolidated Affiliates shall not include any Sponsored REIT.


“Unencumbered
Asset Value” means, without duplication, for the most recently ended fiscal quarter of Borrower, with respect to the
Eligible Unencumbered Property Pool, the sum of (a) the quotient of annualized Unencumbered NOI for such fiscal quarter minus the
aggregate amount of NOI attributable to each Property sold or removed from the Eligible Unencumbered Property Pool during such
fiscal quarter minus the aggregate amount of NOI attributable to each Property acquired or added to the Eligible Unencumbered Property
Pool during the last four fiscal quarters, divided by the Capitalization Rate, plus (b) the acquisition cost of each Property acquired
or added to the Eligible Unencumbered Property Pool during such prior four fiscal quarters. For the purposes of calculating the
Unencumbered Asset Value, the value of any one Property in the Eligible Unencumbered Property Pool may not exceed 20% of the aggregate
value of the Eligible Unencumbered Property Pool.


“Unencumbered
NOI” means, the Net Operating Income from the entire Eligible Unencumbered Property Pool for the fiscal quarter most
recently ending.


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


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


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


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


“Wholly-Owned
Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the
time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or
by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled. Except as otherwise specifically noted, each reference to “Wholly-Owned Subsidiary”
contained herein shall be to Subsidiaries of the Consolidated Parties meeting the qualifications noted above. Sponsored REITs shall
not be considered Wholly-Owned Subsidiaries.


“1031 Intermediary”
means a Person in such person’s capacity as an intermediary or accommodation holder in connection with an exchange of property
by Borrower or a Wholly-Owned Subsidiary intended to qualify under Section 1031 of the Code.


“1031 Property”
means a property whose legal title or other indicia of ownership is held by a 1031 Intermediary for the benefit of Borrower or
a Wholly-Owned Subsidiary as part of a 1031 tax exchange intended to qualify under Section 1031 of the Code.




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


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


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


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


(d)     All
references herein to the “knowledge” of the Borrower shall be deemed to mean the actual knowledge of the chief executive
officer, president, chief financial officer, treasurer, secretary, assistant secretary, chief operating officer or general counsel
of Borrower.


1.03     Accounting
Terms. Generally, all accounting terms not specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect on the date of this Agreement
(subject to subsection (a) below) from time to time, applied in a manner consistent with that used in preparing the Audited Financial
Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance
with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its
Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825
and FASB ASC 470-20 on financial liabilities shall be disregarded.


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




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(b)     Consolidation
of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries
or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall,
in each case, be deemed to include each variable interest entity that Borrower is required to consolidate pursuant to FASB ASC 810
as if such variable interest entity were a Subsidiary as defined herein.


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


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


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


ARTICLE
II.

THE COMMITMENTS AND CREDIT EXTENSIONS 


2.01     Committed
Loans.


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


(b)     Subject
to the terms and conditions set forth herein, on the Closing Date, each Lender severally agrees to make a term loan (each such
loan, a “Term Committed Loan”) the Borrower in the aggregate principal amount equal to the Lender’s Term
Loan Commitment. As long as no Event of Default occurs, the Term Loan shall mature on the Term Loan Maturity Date. The Borrower
may not reborrow any portion of the Term Loan once repaid. Term Committed Loans may be Base Rate Committed Loans or Eurodollar
Rate Committed Loans, as further provided herein.


2.02     Borrowings,
Conversions and Continuations of Committed Loans.


(a)     Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Committed
Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone,
or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative
Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00
a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed Loans, and (ii) on the
requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate
Committed Loans shall be in a principal amount of $1,000,000 or a whole




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multiple
of $500,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(c), each Borrowing of or conversion
to Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each
Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing,
a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Committed Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed
or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with
respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails
to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted
to, a one (1) month Eurodollar Rate Committed Loan. Any such automatic conversion to one (1) month Eurodollar Rate Committed Loans
shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Committed
Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Committed Loans in any such Committed
Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.


(b)     Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Committed Loans (provided, however, that in the case of Borrowings of Eurodollar Committed Loans,
such notice shall be given to each Lender not later than 11:00 a.m. two Business Days prior to the requested date of such Borrowing),
and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Committed Loans described in the preceding subsection. In the case
of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable
Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing
is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available
to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower
on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however,
that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings,
and second, shall be made available to the Borrower as provided above.


(c)     Except
as otherwise provided herein, a Eurodollar Rate Committed Loan may be continued or converted only on the last day of an Interest
Period for such Eurodollar Rate Committed Loan. During the existence of a Default, the Required Lenders may elect not to permit
any Loans to be made as, converted to or continued as Eurodollar Rate Committed Loans.


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


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




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2.03     Intentionally
Omitted.


2.04     Letters
of Credit.


(a)     The
Letter of Credit Commitment.


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


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


(A)     subject
to Section 2.04(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after
the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or


(B)     the expiry
date of the requested Letter of Credit would occur after the Letter of Credit Issuance Expiration Date, except the expiry date
of the requested Letter of Credit may occur up to twelve (12) months following the Letter of Credit Issuance Expiration Date provided
Borrower has, at least thirty (30) days prior to such Letter of Credit Issuance Expiration Date, fully Cash Collateralized such
Letter of Credit in accordance with Section 2.17(a) hereof.


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


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




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


(C)     except
as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than
$500,000;


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


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


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


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


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


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


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


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




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


(iii)     If
the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue
a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific
request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be
deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to
an expiry date not later than the Letter of Credit Issuance Expiration Date or, if such Letter of Credit has been fully Cash Collateralized
in accordance with Section 2.17(a) hereof on or prior to the date that is thirty (30) days prior to the Revolver Maturity
Date, the date which is up to twelve (12) months following such Letter of Credit Issuance Expiration Date; provided, however,
that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted,
or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof
(by reason of the provisions of clause (ii) or (iii) of Section 2.04(a) or otherwise), or (B) it has received
notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice
Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension (but only if such
election is consistent with the terms of the applicable Letter of Credit and the Borrower would not be entitled to the issuance
of such Letter of Credit in its revised form (as extended) under the terms hereof) or (2) from the Administrative Agent, any
Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied,
and in each such case directing the L/C Issuer not to permit such extension.


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


(c)     Drawings
and Reimbursements; Funding of Participations.


(i)     Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. (or, in the event the Borrower has not been
notified of such drawing prior to such time, within 2 hours of receipt of such notice) on the date of any payment by the L/C Issuer
under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through
the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer
by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing
(the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Revolver Percentage thereof. In
such event, the Borrower shall be deemed to




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have requested
a Committed Borrowing of a Revolver Committed Loan of Base Rate Committed Loans to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal
amount of Base Rate Committed Loans, but subject to the amount of the unutilized portion of the Aggregate Revolver Commitments
and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given
by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i) may be given by telephone if immediately
confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding
effect of such notice.


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


(iii)     With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of a Revolver Committed Loan of Base Rate
Committed Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower
shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced,
which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from
and after the date that is five (5) days after the date of such demand. In such event, each Lender’s payment to the Administrative
Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) shall be deemed payment in respect of its participation
in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under
this Section 2.04.


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


(v)     Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.04(c), shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions
set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment
made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


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




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(d)     Repayment
of Participations.


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


(ii)     If
any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(i) is
required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C
Issuer its Applicable Revolver Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of
such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to
time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


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


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


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


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


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


(v)     any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary, provided that nothing in
this subsection (e) shall impair the rights of the Borrower under subsection (f).




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


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


(g)     Applicability
of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, (i)
the rules of the ISP shall apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to
each commercial Letter of Credit.


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




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(i)     Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer. Borrower shall pay directly to the L/C Issuer for its own
account a fronting fee with respect to each Letter of Credit equal to the greater of (A) $1,500 per Letter of Credit on the date
of issuance of the applicable Letter of Credit and, if applicable, each renewal date for such Letter of Credit and (B) 0.125% per
annum of the issued and undrawn amount of such Letter of Credit, computed on the daily amount available to be drawn under such
Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the
end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in
the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the
date on which such Letter of Credit expires in accordance with the terms hereof and thereafter on demand. For purposes of computing
the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to
letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand
and are nonrefundable.


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


(k)     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, the Borrower shall be obligated to reimburse the L/C Issuer 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 Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits
from the businesses of such Subsidiaries.


2.05     Swing
Line Loans.


(a)     The
Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of
the other Lenders set forth in this Section 2.05, may in its sole discretion make loans (each such loan, a “Swing
Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount
not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Revolver Percentage of the Outstanding Amount of Revolver Committed Loans and L/C Obligations
of the Lender acting as Swing Line Lender, may exceed the amount of the Swing Line Lender’s Revolver Commitment; provided,
however, that after giving effect to any Swing Line Loan, (i) the Outstanding Amount of Revolver Committed Loans and
Swing Line Loans and L/C Obligations shall not exceed the Aggregate Revolver Commitments, and (ii) the aggregate Outstanding
Amount of the Revolver Committed Loans of any Lender (other than the Swing Line Lender), plus such Lender’s Applicable
Revolver Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolver Percentage
of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolver Loan Commitment, and provided,
further, that (A) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line
Loan and (B) Swing Line Loans may not be outstanding for more than ten (10) total Business Days (in the aggregate) during any calendar
month period. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing
Line Loan shall be a Base Rate Committed Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line
Loan in an amount equal to the product of such Lender’s Applicable Revolver Percentage times the amount of such Swing
Line Loan.




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(b)     Borrowing
Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and
the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice.
Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested
borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested
borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan
Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing
(A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first
proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified
in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will,
not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan
available to the Borrower.


(c)     Refinancing
of Swing Line Loans.


(i)     The
Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes
the Swing Line Lender to so request on its behalf), that each Lender make a Revolving Loan Base Rate Committed Loan in an amount
equal to such Lender’s Applicable Revolver Percentage of the amount of Swing Line Loans then outstanding. Such request shall
be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance
with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Committed Loans, but subject to the unutilized portion of the Aggregate Revolver Commitments and the conditions
set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed
Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable
Revolver Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately
available funds (and the Administrative Agent may apply Cash Collateral provided for this purpose for the account of the Swing
Line Lender at the Administrative Agent’s Office not later than 3:00 p.m. on the day specified in such Committed Loan Notice
provided the Lenders have received a copy of the Committed Loan Notice by 1:00 p.m. on the day specified in such Committed Loan
Notice, whereupon, subject to Section 2.05(c)(ii), each Lender that so makes funds available shall be deemed to have
made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the
Swing Line Lender.


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


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




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(iv)     Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation
to make Committed Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02.
No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans,
together with interest as provided herein.


(d)     Repayment
of Participations.


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


(ii)     If
any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Revolver
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount
is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request
of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.


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


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


2.06     Prepayments.


(a)     The
Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole
or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not
later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on
the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the
entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, whether
such prepayment shall be of a Revolving Loan or a Term Loan, and the Type(s) of Committed Loans to be prepaid and, if Eurodollar
Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. If Borrower shall fail to notify if the prepayment
shall be a Revolving Loan or a Term Loan, then the prepayment shall be deemed to be of a Revolving Loan. The Administrative Agent
will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage
of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Committed Loan shall
be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05,
if any. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance
with their respective Applicable Percentages.




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


(c)     If
for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately
upon demand prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c)
unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments
then in effect.


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


2.08     Repayment
of Loans.


(a)     The
Borrower shall repay to the Lenders on the Revolver Maturity Date the aggregate principal amount of Revolver Committed Loans outstanding
on such date.


(b)     The
Borrower shall repay to the Lenders on the Term Loan Maturity Date the aggregate principal amount of Term Committed Loans outstanding
on such date.


(c)     The
Borrower shall repay each Swing Line Loan on the earliest to occur of (i) the date five (5) Business Days after such Loan
is made; (ii) the date, if any, in a given calendar month on which Swing Line Loans have been outstanding hereunder for ten (10)
total Business Days (in the aggregate) during such calendar month and (iii) the Revolver Maturity Date.


(d)     The
Borrower shall Fully Satisfy all other Obligations (to the extent not specified in subsections 2.08(a), 2.08 (b)
or 2.08(c) above) on or prior to the earlier of (i) the date on which payment of such Obligations are required to be paid
pursuant to the terms hereof or of the other Loan Documents, and (ii) the later of (1) the Revolver Maturity Date, and (2) the
Term Loan Maturity Date; provided, however, that L/C Obligations that have been fully Cash Collateralized as of the
date that is thirty (30) days prior to the Letter of Credit Issuance Expiration Date in accordance with Section 2.17(a)
hereof may remain outstanding for a period of up to twelve (12) months following the Revolver Maturity Date (subject to the earlier
expiration of such L/C Obligations pursuant to the terms of the applicable Letter of Credit).


2.09     Interest.


(a)     Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate Committed Loan that is a Revolving Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate
for such Interest Period plus the applicable Eurodollar Rate margin identified in the definition of Applicable Rate for
Revolving Loans; (ii) each Base Rate Committed Loan that is a Revolving Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the applicable Base Rate
margin identified in the definition of Applicable Rate for Revolving Loans; (iii) each Eurodollar Rate Committed Loan that is a
Term Loan shall bear




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interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus
the applicable Eurodollar Rate margin identified in the definition of Applicable Rate for the Term Loan; (iv) each Base Rate
Committed Loan that is a Term Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate plus the applicable Base Rate margin identified in the definition of Applicable
Rate for the Term Loan; (v) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the applicable Base Rate margin identified in
the definition of Applicable Rate for Revolving Loans.


(b)     i)     If
any amount of principal of any Loan is not paid within five (5) days after the date when due (other than at the Revolver Maturity
Date, whether at stated maturity or by acceleration, as to which such five (5) day period shall not apply), such amount shall thereafter
bear interest at a fluctuating interest rate per annum at all times equal to the applicable Default Rate to the fullest extent
permitted by applicable Laws.


(ii)     If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid within five (5) days
after the date when due (other than at the Revolver Maturity Date, whether at stated maturity or by acceleration, as to which such
five (5) day period shall not apply), then upon the request of the Required Lenders, such amount shall thereafter bear interest
at a fluctuating interest rate per annum at all times equal to the applicable Default Rate to the fullest extent permitted by applicable
Laws.


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


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


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


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


(a)     Facility
Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage,
a facility fee (the “Facility Fee”) equal to the applicable facility fee percentage identified in the definition
of Applicable Rate for Revolving Loans per annum times the actual daily amount of the Aggregate Commitments (or, if the
Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations),
regardless of usage, subject to adjustment as provided in Section 2.18. The Facility Fee shall accrue at all times
during the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding),
including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date
to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The
Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate for Revolving Loans during
any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate for Revolving Loans separately for
each period during such quarter that such Applicable Rate was in effect.


(b)     Other
Fees.


(i)     Without
duplication of the requirements hereof, the Borrower shall pay to the Administrative Agent, and MLPF&S, for their own respective
account fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not
be refundable for any reason whatsoever unless mutually agreed by the parties to the Fee Letter.




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(ii)     Borrower
shall pay to the Lenders such fees as shall have been separately agreed upon in writing (and approved by MLPF&S and Administrative
Agent) in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for
any reason whatsoever.


2.11     Computation
of Interest and Fees.


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


2.12     Evidence
of Debt.


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


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


2.13     Payments
Generally; Administrative Agent’s Clawback.


(a)     General.
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars
and in immediately available funds not later than 1:00 p.m. on the date specified herein. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds
as received by wire transfer to such Lender’s Lending Office and if such payments by Borrower are made to Administrative
Agent by 1:00 p.m., the Administrative Agent will distribute such funds to Lenders specified in this Section 2.13(a) on
that same Business Day. All payments received by the Administrative Agent after 1:00 p.m. shall be deemed received on the next
succeeding Business Day (and shall be distributed to the Lenders in accordance with this Section 2.13(a) on such next succeeding
Business Day) and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come
due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall
be reflected in computing interest or fees, as the case may be.




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


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


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


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


(d)     Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of
Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure
of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c)
on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or
to make its payment under Section 10.04(c), except as provided in Section 2.18(a)(iv).




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


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


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


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


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


2.15     Extension
of Revolver Maturity Date.


(a)     Initial
Revolver Maturity Date. Subject to extension pursuant to the terms and conditions set forth in clause (b) of this Section
2.15 and subject to the provisions of clause (c) of this Section 2.15, the Revolver Maturity Date shall be the Revolver
Initial Maturity Date.


(b)     Extended
Revolver Maturity Date Option. Not more than 90 days and not less than 30 days prior to the Revolver Initial Maturity Date,
the Borrower may request in writing that the Lenders extend the term of this Agreement to the Revolver Extended Maturity Date.
Such extension option shall be subject solely to the satisfaction of the following requirements:


(i)     at
the Revolver Initial Maturity Date, there shall not exist any Default or Event of Default;


(ii)     the
Borrower shall, on the Revolver Initial Maturity Date, deliver to the Administrative Agent a certificate of Borrower dated as of
the Revolver Initial Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and
attaching the resolutions adopted by Borrower approving or consenting to such extension, and (B) certifying and attaching an update
to Schedule 5.13 setting forth a complete and accurate list of all Subsidiaries, Joint Ventures and Unconsolidated Affiliates
of Borrower and all Sponsored REITS of Borrower, and (C) certifying that, before and after giving effect to such extension,
(1) the representations and warranties contained in Article V of the Credit Agreement are true and correct in
all material respects on and as of the Revolver Initial Maturity Date, except (x) to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are




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true and correct
in all material respects as of such earlier date, and (y) except that for purposes of this Section 2.15, (I) the representations
and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (II) the representations
and warranties contained in Section 5.13 shall be deemed to refer to the most recent update to Schedule 5.13 furnished
pursuant to Sections 2.15 and 6.02(a)(ii), and shall be true and correct in all material respects as of the effective
date of such update, and (III) the representations and warranties contained in the first and second sentences of Section 5.21
shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and
shall be true and correct in all material respects as of the effective date of such update, and (2) no Default or Event of
Default exists; and


(iii)     the
Borrower shall, at the Revolver Initial Maturity Date, deliver to the Administrative Agent (for the pro rata benefit of the Lenders
based on their respective Commitments) an extension fee equal to twenty hundredths of one percent (0.20%) of the then-existing
Aggregate Revolver Commitments (whether funded or unfunded), provided, however, that the Commitment of a Defaulting Lender shall
be excluded from the Aggregate Commitments upon which the extension fee is calculated to the extent that such Defaulting Lender’s
Commitment has not been reallocated to or assumed by the non-Defaulting Lenders (the “Excluded Commitment”),
and provided, further that, without duplication of any amounts paid by Borrower, to the extent such Defaulting Lender ceases to
be a Defaulting Lender, Borrower shall deliver to the Administrative Agent, within ten days of written notice from Administrative
Agent, a fee for payment to such Defaulting Lender equal to the product of (x) twenty hundredths of one percent (0.20%) of the
Excluded Commitment multiplied by (y) a ratio the numerator of which is the number of days remaining to the Revolver Extended Maturity
Date from the date the Defaulting Lender ceases to be a Defaulting Lender and the denominator of which is 365.


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


2.16     Increase
in Commitments.


(a)     Request
for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may from time to time request an increase in the Aggregate Revolver Commitments by an amount (for all such requests,
in the aggregate) not exceeding $250,000,000; provided that (I) any such request for an increase shall be in a minimum amount
of $25,000,000, and (II) the Borrower may make a maximum of three (3) such requests. At the time of sending such notice, the
Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to
respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Any increase
of the Aggregate Revolver Commitments pursuant to this Section 2.16 shall be subject to the agreement of one or more Lenders
or Eligible Assignees (who may or may not then be a Lender hereunder) to provide such increased Revolver Loan Commitments pursuant
to the terms hereof.


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


(c)     Notification
by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’
responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the
Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned
or delayed), the Borrower and/or MLPF&S may also invite additional Eligible Assignees to become Lenders pursuant to a joinder
agreement in form and substance reasonably satisfactory to the Borrower, Administrative Agent and their respective counsel. Arranger
shall use its best efforts to procure such additional or increased Revolver Loan Commitments, and facilitate such increase in the
Aggregate Revolver Commitments, and Borrower shall reasonably cooperate with Arranger to obtain new Commitments to support any
such increase in the Revolver Loan Commitments, provided that Borrower will coordinate all such efforts (including, without limitation,
any communications (written, electronic or oral) with any prospective lending source) through the Arranger. In no event shall any
Lender be obligated to provide an additional Revolver Loan Commitment.




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(d)     Effective
Date and Allocations. If the Aggregate Revolver Commitments are increased in accordance with this Section, the Administrative
Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase
and the Increase Effective Date.


(e)     Conditions
to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent
a certificate of Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible
Officer (i) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase, and (ii) certifying
that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V
and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1)
to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct
in all material respects as of such earlier date, and (2) except that for purposes of this Section 2.16, (x) the representations
and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (y) the representations
and warranties contained in Section 5.13(a) shall be deemed to refer to the most recent update to Schedule 5.13(a)
furnished pursuant to Section 6.02(a)(ii) and shall be true and correct in all material respects as of the effective date
of such update, (z) the representations and warranties contained in the first and second sentences of Section 5.21 shall
be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall
be true and correct in all material respects as of the effective date of such update, and (B) no Default or Event of Default
exists. The Borrower shall prepay any Revolver Committed Loans outstanding on the Increase Effective Date (and pay any additional
amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolver Committed Loans
ratable with any revised Applicable Revolver Percentages arising from any nonratable increase in the Revolver Loan Commitments
under this Section. The Applicable Revolver Percentages of the Lenders shall be recalculated concurrently with the effectiveness
of any increase in the Aggregate Revolver pursuant to this Section 2.16.


(f)     Conflicting
Provisions. This Section shall supersede any provisions in Section 10.01 to the contrary. Without limiting the foregoing,
an increase in Aggregate Revolver Commitments pursuant to this Section 2.16 and any amendments to this Agreement made to evidence
such increase shall not require the consent of any Lender not participating in such increase.


2.17     Cash
Collateral.


(a)     Certain
Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored
any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing which Borrower
has not reimbursed in the time and in the manner required by this Agreement, or (ii) if, as of the Letter of Credit Issuance
Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize
the then Outstanding Amount of the applicable L/C Obligations. At any time that there shall exist a Defaulting Lender, within 3
Business Days after the request of the Administrative Agent or any L/C Issuer or Swing Line Lender with Fronting Exposure (or to
the extent such request is made by such L/C Issuer or Swing Line Lender, within such greater number of Business Days as such L/C
Issuer and Swing Line Lender with Fronting Exposure and the Administrative Agent, to the extent it has Fronting Exposure with respect
to Swing Line Loans, at such time may agree in their discretion), the Borrower shall deliver to the Administrative Agent Cash Collateral
in an amount sufficient to cover all Fronting Exposure applicable to such Defaulting Lender (after giving effect to Section 2.18(a)(iv)
and any Cash Collateral provided by the Defaulting Lender).


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




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(c)     Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17
or Sections 2.04, 2.05, 2.06, 2.18 or 8.02 in respect of Letters of Credit or Swing Line
Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations
therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations
for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


(d)     Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including
by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance
with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists
excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Borrower shall not
be released during the continuance of a Default or an Event of Default (and following application as provided in this Section 2.17
may, to the extent there exists an Event of Default, be otherwise applied in accordance with Section 8.03), and (y) the
Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not
be released but instead held to support future anticipated Fronting Exposure or other obligations.


2.18     Defaulting
Lenders.


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


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


(ii)     Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and
including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08),
shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment
of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata
basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined
by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding
obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower
may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released
in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any
amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts
owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting
Lender as a result of that




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Defaulting Lender’s
breach of its obligations under this Agreement, provided that if an Event of Default exists, such payment shall be applied in accordance
with Section 8.03; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of
which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at
a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely
to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable
to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant
to this Section 2.18(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably
consents hereto.


(iii)     Certain
Fees. That Defaulting Lender (x) shall be entitled to receive any facility fee pursuant to Section 2.10(a)
for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding
Amount of the Committed Loans funded by it and (2) its Applicable Revolver Percentage of the stated amount of Letters of Credit
and Swing Line Loans for which it has provided Cash Collateral pursuant to Section 2.04, Section 2.05,
Section 2.17, or Section 2.18(a)(ii), as applicable (and the Borrower shall (A) be required to pay
to each of the L/C Issuer and the Swing Line Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising
from that Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been
required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees
as provided in Section 2.04(h).


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


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




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ARTICLE
III.

TAXES, YIELD PROTECTION AND ILLEGALITY 


3.01     Taxes.


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


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


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


(c)     Tax
Indemnifications. iv) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does
hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10
days after 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) withheld or deducted by the Borrower or the Administrative Agent or paid
by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. If the Borrower determines in its good faith judgment that a reasonable basis exists for
contesting an Indemnified Tax, the Administrative Agent and each Lender shall reasonably cooperate, at no cost or expense to Administrative
Agent or Lender, with the Borrower in challenging such Indemnified Tax; provided that neither the Administrative Agent nor any
Lender shall be required to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the Borrower or any other Person. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make
payment in respect thereof within 10 days after written demand therefor, for any amount which a Lender or the L/C Issuer for any
reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that,
such Lender or the L/C Issuer, as the case may be, shall indemnify the Borrower to the extent of any payment the Borrower makes
to the Administrative Agent pursuant to this sentence. Any claim against the Borrower pursuant to this Section must be made within
180 days of the payment by the Administrative Agent or the Lender to which such claim relates and must provide reasonable detail
regarding the amount of the claim and the reason thereof. A reasonably detailed certificate as to the amount of any such payment
or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.




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


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


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


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


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


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


(I)     executed
originals of Internal Revenue Service Form W-8BEN or W-8BEN-E claiming eligibility for benefits of an income tax treaty to which
the United States is a party and/or certifying non-U.S. status,


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




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


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


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


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


If a payment
made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender fails
to comply with any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
such Lender shall (A) enter into such agreements with the IRS as necessary to establish an exemption from withholding under FATCA;
(B) comply with any certification, documentation, information, reporting or other requirement necessary to establish an exemption
from withholding under FATCA; (C) provide any documentation reasonably requested by the Borrower or the Administrative Agent sufficient
for the Administrative Agent and the Borrower to comply with their respective obligations, if any, under FATCA and to determine
that such Lender has complied with such applicable requirements or to determine the amount to withhold from payment to such Lender;
and (D) provide a certification signed by the chief financial officer, principal accounting officer, treasurer or controller of
such Lender certifying that such Lender has complied with any necessary requirements to establish an exemption from withholding
under FATCA. To the extent that the relevant documentation provided pursuant to this paragraph is rendered obsolete or inaccurate
in any material respect as a result of changes in circumstances with respect to the status of a Lender or L/C Issuer, such Lender
or L/C Issuer shall, to the extent permitted by applicable Law, deliver to the Borrower and the Administrative Agent revised and/or
updated documentation sufficient for the Borrower and the Administrative Agent to confirm such Lender’s or such L/C Issuer’s
compliance with their respective obligations under FATCA


(f)     Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,
any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.
If the Administrative Agent, any Lender or the L/C Issuer determines, in good faith, that it has received a refund of any Taxes
as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant
to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest
(other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower,
upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such
Lender or the L/C Issuer in the




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event the Administrative
Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this subsection, in no event will the Administrative Agent, any Lender or the L/C Issuer be required to pay
any amount to the Borrower pursuant to this subsection the payment of which would place the Administrative Agent, any Lender or
the L/C Issuer in a less favorable net after-Tax position than such Person 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 the Administrative Agent,
any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential)
to the Borrower or any other Person.


3.02     Illegality.
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the
Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed
material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank
market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such
Lender to make or continue Eurodollar Rate Committed Loans or to convert Base Rate Committed Loans to Eurodollar Rate Committed
Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Committed
Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate
on which Base Rate Committed Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the
Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar
Rate Committed Loans of such Lender to Base Rate Committed Loans (the interest rate on which Base Rate Committed Loans of such
Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar
Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such Eurodollar Rate Committed Loans to such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurodollar Rate Committed Loans and (y) if such notice asserts the illegality of such Lender determining or charging
interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the
Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative is advised
in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar
Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted,
together with any additional amounts referenced pursuant to Section 3.05, if any.


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




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3.04     Increased
Costs.


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


(i)     impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected
in the Eurodollar Rate) or the L/C Issuer;


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


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


and the result of any of the foregoing
shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference
to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in
or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder
(whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay
to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C
Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that the Borrower shall not be liable
to any Lender or L/C Issuer for costs incurred more than one hundred eighty (180) days prior to receipt by the Borrower of the
certificate referred to in clause (c) below from such Lender or L/C Issuer.


(b)     Capital
Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or
any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements
or liquidity has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital
or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C
Issuer’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect
to capital adequacy and liquidity), then from time to time, to the extent that such reduction in rate of return is not reflected
in the Base Rate or the Eurodollar Rate, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company
for any such reduction suffered; provided that the Borrower shall not be liable to any Lender or L/C Issuer for costs incurred
more than one hundred eighty (180) days prior to receipt by the Borrower of the certificate referred to in clause (c) below
from such Lender or L/C Issuer. Each Lender and the L/C Issuer shall allocate such cost increases among its customers in good faith
and on an equitable basis.


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




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(d)     Delay
in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such
compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to
the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred
to above shall be extended to include the period of retroactive effect thereof).


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


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


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


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


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


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


3.06     Mitigation
Obligations; Replacement of Lenders.


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


(b)     Replacement
of Lenders. If any Lender requests compensation under Sections 3.04 or 3.05, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if a Lender gives notice under Section 3.02, the Borrower may replace such Lender in accordance with Section 10.13.




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


ARTICLE
IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 


4.01     Conditions
of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder
is subject to satisfaction of the following conditions precedent:


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


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


(ii)     Amended
and Restated Notes for the Revolving Loans and the Term Loan executed by the Borrower in favor of each Lender requesting a Note;


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


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


(v)     a favorable
opinion of counsel to the Borrower addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit B;


(vi)     a
certificate signed by a Responsible Officer certifying (A) that each Consolidated Party is in compliance in all material respects
with all existing contractual financial obligations except where the failure to comply would not reasonably be expected to have
a Material Adverse Effect, (B) all governmental, shareholder and third party consents and approvals necessary for the Borrower
to enter into the Loan Documents and perform thereunder, if any, have been obtained, except where the failure to obtain would not
reasonably be expected to have a Material Adverse Effect, (C) immediately after giving effect to this Agreement, the other Loan
Documents and all the transactions contemplated therein to occur on such date, (1) to such Responsible Officer’s knowledge,
no Default or Event of Default exists, (2) all representations and warranties contained herein are true and correct in all material
respects, and (3) the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 7.11
(and including detailed calculations of each such financial covenant) for the fiscal quarter ending June 30, 2014 (which calculation
has been delivered to the Administrative Agent prior to Closing); (D) that the conditions specified in Sections 4.02(a)
and (b) have been satisfied; and (E) that, to such Responsible Officer’s knowledge, there has been no event
or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect;


(vii)     evidence
that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and




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


(b)     There
shall not have occurred since June 30, 2014 any event or condition that has had or would be reasonably expected, either individually
or in the aggregate, to have a Material Adverse Effect, as determined by Administrative Agent.


(c)     There
shall not exist any action, suit, investigation, or proceeding pending, or to the knowledge of Borrower, threatened in writing,
in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect,
as determined by the Administrative Agent.


(d)     Any
fees required to be paid on or before the Closing Date shall have been paid and all reimbursable expenses for which invoices have
been presented to Borrower on or before the Closing Date shall have been paid.


(e)     Unless
waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the
Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced to Borrower prior
to or on the Closing Date.


Without limiting the
generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the
conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved
by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior
to the proposed Closing Date specifying its objection thereto.


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


(a)     The
representations and warranties of the Borrower contained in Article V of this Agreement shall be true and correct in
all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) except that
for purposes of this Section 4.02, (1) the representations and warranties contained in subsections (a), (b) and
(c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01; and (2) the representations and warranties contained in Section 5.13(a)
shall be deemed to refer to the most recent update to Schedule 5.13(a) furnished pursuant to Section 6.02(a)(ii),
and shall be true and correct in all material respects as of the effective date of such update, and (3) the representations and
warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update
to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall be true and correct in all material respects
as of the effective date of such update.


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


(c)     Except
with respect to any Credit Extension outstanding as of the date hereof, the Administrative Agent and, if applicable, the L/C Issuer
or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof, together
with a Certificate to Accompany Request for Credit Extension of a Responsible Officer of the Borrower in the form of Exhibit
H attached hereto.


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




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ARTICLE
V.

REPRESENTATIONS AND WARRANTIES 


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


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


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


5.03     Governmental
Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery of,
and the performance of the Borrower’s obligations under this Agreement or any other Loan Document, except where such approval,
consent, exemption, authorization, action, notice or filing has been obtained or made, and except where the failure to do so would
not reasonably be expected to have a Material Adverse Effect.


5.04     Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid
and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability is limited
by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’
rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefore may be brought.


5.05     Financial
Statements; No Material Adverse Effect.


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


(b)     The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated June 30, 2014, and the related consolidated statements
of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared
in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein,
and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence
of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its consolidated Subsidiaries as of the Closing Date not otherwise disclosed or referenced
(or otherwise contemplated) in the Form 10-Q report of Borrower filed with the SEC for the most recent fiscal quarter ended prior
to the Closing Date.




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


5.06     Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing,
at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or
against any of their properties or revenues that (a) question the validity of this Agreement or any other Loan Document, or
any of the Credit Extensions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and there has been no material
adverse change in the status, or financial effect on Borrower or any Subsidiary thereof, of the matters described on Schedule 5.06.


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


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


5.09     Environmental
Compliance. Except as set forth on Schedule 5.09, neither Borrower nor any Subsidiary (a) has received any written notice
or other written communication or otherwise has knowledge of any Environmental Liability of Borrower or any Subsidiary which would
individually or in the aggregate reasonably be expected to have a Material Adverse Effect arising in connection with: (i) any non
compliance with or violation of the requirements of any Environmental Law by Borrower or any Subsidiary, or any permit issued under
any Environmental Law to Borrower or any Subsidiary of Borrower; or (ii) the Release or threatened Release of any Hazardous Materials
into the environment; or (b) to its knowledge, has threatened or actual liability in connection with the Release or threatened
Release of any Hazardous Materials into the environment which would individually or in the aggregate reasonably be expected to
have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, neither Borrower
nor any Subsidiary of Borrower has received any Environmental Complaint.


5.10     Insurance.
The Properties of the Borrower and the Properties of each of its Subsidiaries are insured with financially sound and reputable
insurance companies that are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower
or the applicable Subsidiary operates.


5.11     Taxes.
The Borrower and each Subsidiary has filed all federal, state and other material tax returns and reports required by applicable
Law to be filed, and has paid, or made adequate provision for the payment of all federal, state and other material Taxes that have
been levied or imposed upon the Borrower or a Subsidiary, as applicable, or their properties, income or assets or that are otherwise
due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP and except, in each case, to the extent that the failure to do so
would not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against the Borrower or
any Subsidiary that would reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any Subsidiary thereof
is party to any tax sharing agreement.




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5.12     ERISA
Compliance.


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


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


(c)     (i) No
ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that would
reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each
ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver
of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent
valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code)
is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that would reasonably be
expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation
date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment
of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that would be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no
Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or
exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any
Pension Plan.


(d)     Neither
the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability
under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.12(d)
hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.


5.13     Subsidiaries;
Other Equity Investments.


(a)     Set forth
on Schedule 5.13 is a complete and accurate list of all Subsidiaries, Joint Ventures and Unconsolidated Affiliates of the
Borrower and any Subsidiary thereof as of the date of this Agreement and as updated in accordance with the terms of Section
6.02 hereof, including their respective business forms and jurisdictions of organization. The Equity Interests owned by Borrower
and any Subsidiary of Borrower in each Subsidiary and Joint Venture/Unconsolidated Affiliate are validly issued, fully paid and
non-assessable and are owned by Borrower free and clear of all Liens other than Permitted Liens.


(b)     Also set
forth on Schedule 5.13 is a complete and accurate list of all Sponsored REITS of the Borrower or any Subsidiary of Borrower
as of the date of this Agreement, including their respective business forms and jurisdictions of organization. The Equity Interests
owned by Borrower or any Subsidiary of Borrower in each Sponsored REIT are validly issued, fully paid and non-assessable and are
owned by Borrower or any Subsidiary of Borrower free and clear of all Liens other than Permitted Liens. The representations with
respect to Sponsored REITS are given only as of the Closing Date and only as required under Section 2.15 hereof.




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5.14     Margin
Regulations; Investment Company Act.


(a)     The
Borrower is not engaged, and will not engage, principally in the business of purchasing or carrying margin stock (within the meaning
of Regulation U issued by the FRB) or extending credit for the purpose of purchasing or carrying margin stock.


(b)     None
of the Borrower nor any Subsidiary is or is required to be registered as an “investment company” under the Investment
Company Act of 1940.


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


5.16     Compliance
with Laws. Borrower and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws
(including without limitation the PATRIOT Act) and all orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good
faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.


5.17     Taxpayer
Identification Number. The Borrower has provided to Administrative Agent prior to Closing a true and correct U.S. taxpayer
identification number for Borrower.


5.18     OFAC;
Anti-Corruption Laws; PATRIOT Act. Neither the Borrower, nor any of its Subsidiaries, nor, to the best knowledge of the Borrower
and its Subsidiaries, any director, officer or employee thereof, is an individual or entity that is, or is owned or controlled
by any individual or entity that is (i) currently the subject or target of any Sanctions or (ii) located, organized or resident
in a Designated Jurisdiction. Borrower, and its Subsidiaries, and, to the knowledge of the Borrower, its officers, employees, directors
and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. No Credit Extension,
use of the proceeds of any Credit Extension, or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable
Sanctions. Neither the making of the Credit Extensions nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading
with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R.
Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statue thereto.


5.19     REIT
Status. Borrower has elected status as a real estate investment trust under Section 856 of the Code and currently is in compliance
in all material respects with all provisions of the Code applicable to the qualification of Borrower as a real estate investment
trust.


5.20     Solvency.
Borrower, on a consolidated basis, (a) is not insolvent nor will be rendered insolvent by the Credit Extensions, (b) does not have
unreasonably small capital with which to engage in its business, and (c) has not incurred indebtedness beyond its ability to pay
such indebtedness as it matures. The Borrower, on a consolidated basis, has assets having a value in excess of amounts required
to pay any indebtedness.


5.21     Eligible
Unencumbered Property Pool Properties. Schedule 5.21 hereto contains a complete and accurate list of all Properties
comprising the Eligible Unencumbered Property Pool as of the Closing Date (and as updated in accordance with the terms of Section
6.02 hereof) and a description of each Property as a CBD or Urban Infill Property or a Suburban Property. Each Property comprising
the Eligible Unencumbered Property Pool satisfies each of the requirements set forth in the definition of “Eligible Unencumbered
Property Pool.” The Borrower makes the following representations and warranties, to its knowledge, with respect to each individual
Property included in the Eligible Unencumbered Property Pool, as of the Closing Date (or, if later, as of the date such Property
is added to the Eligible Unencumbered Property Pool) and except as disclosed in the Borrower’s filings with the Securities
and Exchange Commission or otherwise disclosed in writing to the Administrative Agent:




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(a)     Availability
of Utilities. (i) all utility services necessary and sufficient for the use and operation of each Property comprising the Eligible
Unencumbered Property Pool are presently available to the boundaries of each of the Properties comprising the Eligible Unencumbered
Property Pool through dedicated public rights of way or through perpetual private easements; and (ii) the owner has obtained all
material utility installations and connections required for the operation and servicing of each of the Properties comprising the
Eligible Unencumbered Property Pool for its intended purposes.


(b)     Access.
(i) the rights of way for all roads necessary for the utilization in all material respects of each of the Properties comprising
the Eligible Unencumbered Property Pool for its intended purposes have either been acquired by the appropriate Governmental Authority
or have been dedicated to public use and accepted by such Governmental Authority; (ii) all such roads have been completed and the
right to use all such roads, or suitable substitute rights of way, have been obtained; and (iii) all curb cuts, driveways and traffic
signals required for the operation and use in all material respects of each of the Properties comprising the Eligible Unencumbered
Property Pool are existing.


(c)     Condition
of Eligible Unencumbered Property Pool Properties. (i) neither the Eligible Unencumbered Property Pool Properties nor any material
part thereof is now damaged or injured as result of any material fire, explosion, accident, flood or other casualty that is not
covered by insurance, and no Taking is pending or contemplated and (ii) Borrower is not aware of any material or patent structural
defect in any Property comprising the Eligible Unencumbered Property Pool.


(d)     Compliance
with Requirements/Historic Status/Flood Area. The Eligible Unencumbered Property Pool Properties comply in all material respects
with all material Requirements. Borrower has received no written notice alleging any material non-compliance by any of the Properties
comprising the Eligible Unencumbered Property Pool with any Requirements or indicating that any of the Properties comprising the
Eligible Unencumbered Property Pool are located within any historic district or have, or may be, designated as any kind of historic
or landmark site under applicable Requirements. None of the Properties comprising the Eligible Unencumbered Property Pool is located
in any special flood hazard area as defined under applicable Requirements, unless such Property is adequately covered by flood
insurance.


(e)     Other
Contracts. The Borrower has not made any material contract or arrangement of any kind or type whatsoever (whether oral or written,
formal or informal), the performance of which by the other party thereto would reasonably be expected to give rise to a Lien on
any of the Properties comprising the Eligible Unencumbered Property Pool other than a Permitted Lien.


(f)     Violations.
The Borrower has received no written notices of any violation of any applicable material Requirements with respect to any of the
Properties comprising the Eligible Unencumbered Property Pool.



ARTICLE
VI.

AFFIRMATIVE COVENANTS 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than any unasserted indemnification obligation)
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in
the case of the covenants set forth in Sections 6.01, 6.02, and 6.03,) cause each Subsidiary to:




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6.01     Financial
Statements. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent (and Administrative
Agent will provide to the Lenders):


(a)     as
soon as available, but in any event within 90 days after the end of each fiscal year of Borrower, a consolidated balance sheet
of the Consolidated Parties as at the end of such fiscal year, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for
the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited
and accompanied by a report and opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable
to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards
and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or
any qualification or exception as to the scope of such audit;


(b)     as
soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year
of Borrower, a consolidated balance sheet of the Consolidated Parties as at the end of such fiscal quarter, and the related consolidated
statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year
then ended, and any other information included in Borrower’s Form 10-Q for such fiscal quarter, setting forth in each case
in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion
of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer,
chief financial officer, treasurer or controller of the Borrower as fairly presenting, in all material respects, the financial
condition, results of operations and cash flows of the Consolidated Parties in accordance with GAAP, subject only to normal year-end
audit adjustments and the absence of footnotes; and


(c)     as
soon as available, but in any event within thirty (30) days of the filing thereof, executed copies of all federal income tax returns,
reports and declarations of Borrower and FSP Investments LLC, FSP Protective TRS Corp., and FSP REIT Protective Trust.


6.02     Certificates;
Other Information. Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent
(and Administrative Agent will provide to the Lenders):


(a)     concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a Compliance Certificate
of a Responsible Officer substantially in the form of Exhibit E attached hereto, (A) demonstrating compliance, as of
the end of each such fiscal period, with the financial covenants contained in Section 7.11, and (B) stating that, to such
Responsible Officer’s knowledge, no Default or Event of Default exists, or if any Default or Event of Default does exist,
specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto and (C) attaching and
certifying to:


(i)     an
update to Schedule 5.21, which such update shall, in each case, be deemed to replace, amend and restate such schedule, summarizing
total Unencumbered NOI and occupancy rates as of the last day of the applicable quarter;


(ii)     an
update to Schedule 5.13(a), which such update shall, in each case, be deemed to replace, amend and restate such schedule;
and


(iii)     a
listing of all Projects Under Development.


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


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




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(d)     promptly,
and in any event within five (5) Business Days after receipt thereof by Borrower or any Subsidiary thereof, copies of each notice
or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation
or possible investigation by such agency regarding financial or other operational results of Borrower or any Subsidiary thereof;
and


(e)     promptly,
such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance
with the terms of the Loan Documents, or an update to the list of Sponsored REITS of the Borrower or any Subsidiary thereof, as
the Administrative Agent may from time to time reasonably request.


Documents required
to be delivered pursuant to Section 6.01(a) or (b), Section 6.02 (c) and (d) or Section 6.15
(to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if
so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides
a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which
each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or
any Lender upon its request to the Borrower to deliver such paper copies. The Administrative Agent shall have no obligation to
request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible
for requesting delivery to it or maintaining its copies of such documents.


The Borrower hereby
acknowledges that (a) the Administrative Agent and/or MLPF&S will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain
of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information
(within the meaning of the United States federal securities laws) with respect to the Borrower or its Affiliates, or the respective
securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such
Persons’ securities. The Administrative Agent, MLPF&S and each Lender agree that all materials and/or information to
be provided by or on behalf of the Borrower shall be deemed to contain material non-public information, unless the Borrower otherwise
designates certain information as not containing any material nonpublic information by clearly and conspicuously marking such information
as “PUBLIC” on the first page thereof. The Borrower hereby agrees that by marking Borrower Materials “PUBLIC,”
the Borrower shall be deemed to have authorized the Administrative Agent, MLPF&S, the L/C Issuer and the Lenders to treat such
Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes
of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 10.07) and all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative
Agent and MLPF&S agree to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Side Information.” As of the Closing Date, each applicable
Lender represents to the Borrower that it is not a Public Lender.


6.03     Notices.
Promptly notify the Administrative Agent:


(a)     of
the occurrence of any Default known to Borrower;


(b)     of
any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect;


(c)     of
the occurrence of an Internal Control Event;




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(d)     of
the occurrence of any ERISA Event;


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


(f)     with
respect to Sponsored REITs, Borrower shall provide the Administrative Agent with a copy of the applicable confidential offering
memorandum relating thereto.


Each notice pursuant
to this Section 6.03 (other than Section 6.03(f)) shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity
any and all provisions of this Agreement and any other Loan Document that have been breached. The Administrative Agent will provide
written notices received from the Borrower pursuant to this Section 6.03 to the Lenders.


6.04     Payment
of Taxes. Pay and discharge, or cause to be paid and discharged, as the same shall become due and payable all Tax liabilities
imposed or levied upon it or any of its Subsidiaries or any of its or its Subsidiaries’ properties or assets, unless (i)
the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary or (ii) failure to pay or discharge such items would not reasonably
be expected to have a Material Adverse Effect.


6.05     Preservation
of Existence, Etc. (a) Preserve, renew and maintain or cause to be preserved, renewed and maintained and in full force
and effect its and its Subsidiaries’ legal existence and good standing under the Laws of the jurisdiction of each of their
respective organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable
action to maintain or cause to be maintained all rights, privileges, permits, licenses and franchises necessary or desirable in
the normal conduct of its business and the business of its Subsidiaries, except to the extent that failure to do so would not reasonably
be expected to have a Material Adverse Effect; and (c) preserve or renew or cause to be preserved and renewed all of its and
it Subsidiaries’ registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably
be expected to have a Material Adverse Effect.


6.06     Maintenance
of Properties. (a) Maintain, preserve and protect or cause to be maintained, preserved and protected all of its and its
Subsidiaries’ material properties and equipment necessary in the operation of its and its Subsidiaries’ business in
good working order and condition, ordinary wear and tear and insured fire or other casualty excepted; (b) make or cause to
be made all necessary repairs thereto and renewals and replacements thereof; and (c) use the standard of care typical in the
industry in the operation and maintenance of its facilities and those of its Subsidiaries, in each case, except where the failure
to do so would not reasonably be expected to have a Material Adverse Effect.


6.07     Maintenance
of Insurance. Maintain or cause to be maintained with financially sound and reputable insurance companies not Affiliates of
Borrower or any Subsidiary of Borrower, insurance with respect to its properties and business and those of its Subsidiaries against
loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in
such amounts as are customarily carried under similar circumstances by such other Persons.


6.08     Compliance
with Laws. Comply or cause compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or its Subsidiaries or to its business or property and the businesses or properties of its Subsidiaries
(including without limitation all Anti-Corruption Laws and Sanctions), except in such instances in which (a) such requirement
of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or
(b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.


6.09     Books
and Records. Maintain or cause to be maintained proper books of record and account, in which full, true and correct entries,
in material conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets
and business of the Borrower or any Subsidiary, as the case may be.




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6.10     Inspection
Rights. Permit representatives appointed by the Administrative Agent and each Lender, including, without limitation, independent
accountants, agents, attorneys, and appraisers to visit and inspect any of its or its Subsidiaries’ Properties and permit
representatives appointed by Administrative Agent to examine its corporate, financial and operating records, and make copies thereof
or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public
accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower provided, however, that when an Event of Default exists the Administrative Agent or
any Lender (or any of their respective or independent contractors) may do any of the foregoing at the expense of the Borrower at
any time during normal business hours and without advance notice; and provided further that it shall not be a breach of this Section
6.10 if, (a) despite Borrowers’ diligent conduct, the Borrower’s independent public accountants decline to meet
or discuss with the Administrative Agent, or (b) despite Borrowers’ diligent conduct a tenant at a Property does not permit
the Administrative Agent to inspect such Property.


6.11     Use
of Proceeds. Use the proceeds of the Credit Extensions solely for the following purposes: (a) to finance the acquisition of
real properties and for other investments permitted under Section 7.02; (b) to finance investments associated with Sponsored REITS,
including without limitation, loans to Sponsored REITS and the purchase of preferred stock in Sponsored REITS; (c) to refinance
and/or retire Indebtedness; and (d) for working capital and other general business purposes, provided, however that no Credit Extensions
shall be used to make Restricted Payments.


6.12     Subsidiary
Guarantors.


(a)     If
any Subsidiary incurs any Recourse Indebtedness (including, for the avoidance of doubt, any Guarantee in respect of any indenture
providing for Recourse Indebtedness), (i) said Subsidiary shall be required, as described in Section 6.12(b) below, to become
a Subsidiary Guarantor and (ii) any Property owned by such Subsidiary shall cease to be included in the Eligible Unencumbered Property
Pool while such Recourse Indebtedness is in effect. In no event shall a Sponsored REIT or an Excluded Subsidiary be required to
become a Subsidiary Guarantor. No Person that is not a “United States Person” within the meaning of Section 7701(a)(30)
of the Code shall become a Subsidiary Guarantor pursuant to this Section 6.12(a) unless all Lenders consent thereto in writing.
Any Recourse Indebtedness incurred by a Subsidiary shall be subject to compliance with the Financial Covenants set forth in Section
7.11.


(b)     If
any Subsidiary shall be required to become a Subsidiary Guarantor pursuant to Section 6.12(a), Borrower shall, within
fifteen (15) Business Days of such Subsidiary incurring Recourse Indebtedness, (x) cause said Subsidiary to become a Subsidiary
Guarantor by executing and delivering to the Administrative Agent a Subsidiary Guaranty in the form of Exhibit G attached
hereto and (y) deliver to the Administrative Agent documents with respect to such Subsidiary Guarantor of the types referred to
in clauses (iii), (iv), (v) and (vii) of Section 4.01(a) (unless waived by Administrative Agent), all in form, content and
scope similar to those provided with respect to the Borrower as of the Closing Date.


(c)     If
(I) the equity interests in a Subsidiary Guarantor are disposed of in a transaction permitted under this Agreement, (II) a Subsidiary
Guarantor disposes of substantially all of its assets such that such Subsidiary qualifies as an Immaterial Subsidiary, or (III)
the Recourse Indebtedness causing a Subsidiary to become a Subsidiary Guarantor is satisfied in full or such Subsidiary is discharged
from or is no longer liable for its obligations with respect to such Recourse Indebtedness without having defaulted thereunder,
then such Subsidiary shall be released as a Subsidiary Guarantor hereunder in accordance with the following:


(i)     the
Borrower shall deliver to the Administrative Agent, not less than ten (10) days prior to the requested release of such Subsidiary
Guarantor hereunder, (A) evidence, reasonably satisfactory to Administrative Agent that (I) the equity interests in such Subsidiary
Guarantor are disposed of in a transaction permitted under this Agreement, (II) such Subsidiary has disposed of (or will substantially
contemporaneously with delivery of such evidence dispose of) substantially all of its assets and qualifies as an Immaterial Subsidiary
or (III) the Recourse Indebtedness causing a Subsidiary to become a Subsidiary Guarantor is satisfied in full, or such Subsidiary
Guarantor is discharged from or is no longer liable for its obligations with respect to such Recourse Indebtedness without having
defaulted thereunder, and (B) a certificate of a Responsible Officer of the Borrower certifying that, to such Responsible Officer’s
knowledge, immediately prior to such release and immediately following such release, no Default or Event of Default exists or will
exist under the Agreement or any of the other Loan Documents; and




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(ii)     The
Administrative Agent shall, upon written request therefor given by Borrower provide a written confirmation of the release of the
applicable Person as a Subsidiary Guarantor, provided that Borrower has complied with Section 6.12(c)(i) above.


(d)     The
Administrative Agent will provide notice to the Lenders of the addition or release of any Subsidiary Guarantor pursuant to this
Section 6.12.


6.13     REIT
Status. At all times comply with all applicable provisions of the Code necessary to allow Borrower to qualify for status as
a real estate investment trust.


6.14     Reserved.


6.15     Material
Contracts. Comply in all material respects with the terms and conditions of all Contractual Obligations including, without
limitation, the provisions of any ground lease to which Borrower or any Subsidiary is subject except in such instance where the
failure to comply therewith would not reasonably be expected to have a Material Adverse Effect and, with respect to any Indebtedness
of any Consolidated Party having a principal amount (including undrawn committed or available amounts) of at least $20,000,000,
within thirty (30) days after closing on (or if later, otherwise becoming liable with respect to) such Indebtedness, disclose in
writing to Administrative Agent the financial covenant requirements applicable thereto.


6.16     Further
Assurances.


At the cost and
expense of Borrower and upon request of the Administrative Agent, 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.


ARTICLE
VII.

NEGATIVE COVENANTS 


So long as any Lender
shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than unasserted indemnification obligations)
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, directly or indirectly
(or permit any Subsidiary to do so):


7.01     Liens.
Create, incur, assume or permit to exist any Lien with respect to any of its property, assets or revenues, whether now owned or
hereafter acquired, other than Permitted Liens.


7.02     Investments.
Make any Investments, except:


(a)     Investments
in Projects Under Development, undeveloped land holdings, Joint Venture Projects and Joint Ventures, Securities Holdings and Mortgages
to the extent such Investments are not prohibited under Sections 7.11(h);


(b)     Investments
held by the Borrower or any Subsidiary in the form of Cash Equivalents;


(c)     Investments
by and among the Borrower and its Subsidiaries (including without limitation, any Excluded Subsidiary);




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


(e)     Investments
held by the Borrower or any Subsidiary in the form of acquiring, developing, maintaining and operating income producing Properties
(including the creation or acquisition of Subsidiaries in connection therewith);


(f)     Investments
held by the Borrower or any Subsidiary in Sponsored REITs, including loans and mortgages to and purchases of preferred Equity Interests
in Sponsored REITs; and


(g)     Investments
listed on Schedule 7.02(g).


7.03     Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except:


(a)     Indebtedness
under the Loan Documents;


(b)     Indebtedness
under the BMO Loan Documents; and


(c)     any
other Indebtedness (including, without limitation, Guarantees in respect of Indebtedness otherwise permitted hereunder) to the
extent such Indebtedness would not result in a breach of any of the financial covenants set forth in Section 7.11 and,
if applicable, Borrower complies with or causes compliance with Section 6.12 hereof; provided, that to the extent such Indebtedness
is in the form of obligations under any Swap Contract (i) such obligations are (or were) entered into by such Person in the ordinary
course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets,
or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not
for purposes of speculation or taking a “market view;” and (ii) such Swap Contract contains provisions suspending the
non-defaulting party’s obligation to make payments on outstanding transactions to the defaulting party.


7.04     Fundamental
Changes. Except as otherwise permitted under this Agreement, merge, dissolve, liquidate, consolidate with or into another Person,
or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned
or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:


(a)     any
Subsidiary may merge or consolidate with (i) the Borrower, or (ii) any one or more other Subsidiaries, provided
that when Borrower is merging or consolidating with a Subsidiary, Borrower shall be the continuing or surviving Person and the
Borrower shall continue to remain in compliance with Section 7.11;


(b)     Any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to
another Subsidiary, and any Subsidiary may liquidate or dissolve so long as the Borrower shall continue to remain in compliance
with Section 7.11;


(c)     all
or substantially all of the assets or all of the Equity Interests of a Subsidiary may be Disposed of to the extent such Disposition
is permitted pursuant to Section 7.05; and


(d)     Borrower
or a Subsidiary may acquire a Sponsored REIT by merger or consolidation provided that Borrower is the surviving Person or a Person
wholly-owned by Borrower is the surviving Person and Borrower shall continue to remain in compliance with Section 7.11.


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


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




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(b)     Dispositions
of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such
replacement property;


(c)     Dispositions
of property by any Subsidiary to Borrower (provided after such Disposition, Borrower remains in compliance with Section 7.11)
or to any Subsidiary thereof;


(d)     Dispositions
permitted by Section 7.04(a) – (b); and


(e)     Dispositions
(including without limitation dispositions of Properties and equity interests of Subsidiaries), provided that after such Disposition
Borrower remains in compliance with Section 7.11.


7.06     Reserved.


7.07     Change
in Nature of Business. Engage in (or permit any other Subsidiary to engage in) any material line of business substantially
different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially
related or incidental thereto.


7.08     Transactions
with Affiliates. 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 (or permit any Subsidiary to do so), except (a) as set forth on Schedule 7.08
or (b) transactions not otherwise prohibited hereunder and consistent with past practices, upon fair and reasonable terms
which are no less favorable to the Borrower or a Subsidiary, than would be obtained in a comparable arm’s length transaction
with a Person that is not an Affiliate or (c) transactions not otherwise prohibited hereunder among the Borrower, its Subsidiaries
and Sponsored REITS.


7.09     Burdensome
Agreements. Except in connection with any transaction not prohibited hereunder, enter into or permit any Subsidiary to enter
into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of
any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower, (ii) of any
Subsidiary to become a Subsidiary Guarantor hereunder or (iii) of the Borrower or any Subsidiary to create, incur, assume
or suffer to exist Liens on property of such Person; or (b) requires the grant of a Lien to secure an obligation of such Person
if a Lien is granted to secure another obligation of such Person; provided, that this Section 7.09 shall not
apply to and shall not be deemed to restrict the ability of Borrower or any Subsidiary from entering into Contractual Obligations
of any type related to Indebtedness provided that such Indebtedness would not result in a breach of any of the financial
covenants set forth in Section 7.11 of this Agreement and provided further that Borrower complies or causes
compliance with the provisions of Section 6.12 hereof, if applicable.


7.10     Use
of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally
or ultimately, (i) to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to
others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose or
(ii) other than for the express purposes permitted by Section 6.11 of this Agreement.


7.11     Financial
Covenants. Fail, at any time, to comply with any of the following financial covenants on a consolidated basis provided that
such covenants shall be calculated as of the last day of a calendar quarter:


(a)     Minimum
Tangible Net Worth. Borrower shall maintain a Tangible
Net Worth equal to or in excess of $810,783,000 plus seventy-five percent (75%) of the aggregate net proceeds received by Borrower
in connection with any offering of stock or other equity in Borrower after the Closing Date.


(b)     Maximum
Leverage Ratio. Borrower shall not permit the ratio of Total Indebtedness to Total Asset Value to exceed 0.60:1.0.


(c)     Maximum
Secured Leverage Ratio. Borrower shall not permit the ratio of Total Secured Indebtedness (excluding the Credit Extensions)
to Total Asset Value to exceed 0.30:1.0.




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(d)     Minimum
Fixed Charge Coverage Ratio. Borrower shall not permit the ratio of Adjusted EBITDA to Fixed Charges to be less than 1.50:1.0.


(e)     Maximum
Unencumbered Leverage Ratio. Borrower shall not permit the ratio of Unsecured Indebtedness to Unencumbered Asset Value to exceed
0.60:1.0.


(f)     Minimum
Unsecured Interest Coverage. Borrower shall not permit the ratio of Unencumbered NOI to the Interest Expense from the Eligible
Unencumbered Property Pool to be less than 1.75:1.0. For the purpose of calculating NOI for this covenant 7.11(f), items (a)-(d)
of the definition of Net Operating Income shall be adjusted to (i) exclude the amount attributable to the Properties disposed of
during such fiscal quarter and (ii) adjust the amount attributable to Properties owned less than a full fiscal quarter so that
such amount is grossed up as if the Property had been owned for the entire fiscal quarter.


(g)     Dividends
and Distributions. To the extent an Event of Default exists or would result therefrom, Borrower shall not make Restricted Payments
and no Subsidiary shall make any Restricted Payments to any Person other than Borrower or a Subsidiary of Borrower.


(h)     Investments.
Borrower shall not permit the aggregate value of the following items of all Consolidated Parties to exceed ten percent (10%) of
Total Asset Value: (A) the total cost budget of Projects Under Development; plus (B) the cost value of all undeveloped holdings
(raw land or land which is not otherwise an operating property other than any properties determined to be Projects Under Development)
determined in accordance with GAAP; plus (C) the value of all Joint Venture Projects plus, without duplication, the cost-basis
value of the Consolidated Parties’ investment in Joint Ventures (in each case taking into account the Consolidated Parties’
Equity Percentage thereof); plus (D) the value of Securities Holdings held by the Consolidated Parties; plus (E) the value of all
Mortgages (excluding loans to Sponsored REITS) held by the Consolidated Parties; plus (F) the value of all foreign investments
held by the Consolidated Parties.


7.12     Organizational
Documents. Amend, modify, waive or change its Organization Documents in a manner materially adverse to the interests of the
Lenders in any material respect, or in a manner that would reasonably be expected to have a Material Adverse Effect on the Borrower.


7.13     Sanctions.
Knowingly directly or indirectly use the proceeds of any Credit Extension, or lend, contribute or otherwise make available
such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with
any Designated Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions (and is
not covered by an exception to such Sanctions), or in any other manner that will result in a violation by any individual or entity
party to this Loan Agreement of Sanctions or Anti-Corruption Laws.


7.14     Sale
Leasebacks. Except as would not reasonably be expected to have a Material Adverse Effect, directly or indirectly, become or
remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a capital lease,
of any property (whether real or personal or mixed), whether now owned or hereafter acquired, (a) which such Person has sold
or transferred or is to sell or transfer to a Person which is not a Consolidated Party or (b) which such Person intends to
use for substantially the same purpose as any other property which has been sold or is to be sold or transferred by such Person
to another Person which is not a Consolidated Party in connection with such lease.


7.15     Prepayments
of Indebtedness. If any Event of Default has occurred and is continuing or would be directly or indirectly caused as a result
thereof, with respect to Borrower and any Subsidiary thereof (i) amend or modify (or permit the amendment or modification of) any
of the terms of any Indebtedness of such Person if such amendment or modification would accelerate the maturity date of such Indebtedness
or would require an unscheduled payment of such Indebtedness or would effect any type of transfer of property or assets in payment
of Indebtedness or would otherwise have the effect of prepaying such Indebtedness or (ii) prepay, any Indebtedness of such Person,
provided, however, the Borrower may make such mandatory prepayments or redemptions expressly required by any unsecured bond or
senior note indenture to which Borrower is a party (so long as such mandatory prepayments or redemptions are not triggered by events
of default under such bond or senior note Indebtedness) provided that prepayment or redemption of such bond or senior note Indebtedness
would not result in a breach of any of the financial covenants set forth in Section 7.11 of this Agreement.




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7.16     Changes
in Accounting. Except as required by Laws or GAAP, make any changes in accounting policies or reporting practices.


ARTICLE
VIII.

EVENTS OF DEFAULT AND REMEDIES  


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


(a)     Non-Payment.
The Borrower fails to pay (i) within five (5) days after the same is required to be paid herein (other than at the Revolver
Maturity Date, whether at stated maturity, by acceleration or otherwise, as to which such five (5) day period shall not apply),
any amount of principal of any Loan or any L/C Obligation, or (ii) within five (5) days after the same becomes due (other
than at the Revolver Maturity Date, whether at stated maturity, by acceleration or otherwise, as to which such five (5) day period
shall not apply), any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) days
after written notice from Administrative Agent that the same has become due and payable, any other amount payable hereunder or
under any other Loan Document; or


(b)     Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01,
6.02, 6.03, 6.05, 6.07, 6.11, or 6.12 or Article VII; or


(c)     Other
Defaults. Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b)
above) contained herein or in any other Loan Document on its part to be performed or observed and such failure continues for thirty
(30) days after delivery of written notice thereof from Administrative Agent, provided that in the case of any such default
which is susceptible to cure but cannot be cured within thirty (30) days through the exercise of reasonable diligence, if Borrower
commences such cure within the initial thirty (30) days period and thereafter diligently prosecutes same to completion, such period
of thirty (30) days shall be extended for such additional period of time as may be reasonably necessary to cure same, but in no
event shall such extended period exceed sixty (60) additional days; or


(d)     Representations
and Warranties. Any representation or warranty made or deemed made by or on behalf of Borrower in or in connection with this
Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial
statement or other document furnished by Borrower pursuant to or in connection with this Agreement or any other Loan Document or
any amendment or modification hereof or thereof, shall be incorrect or misleading in any material respect when made or deemed made;
or


(e)     Cross-Default.
(i) The Borrower or any Subsidiary (A) fails to make any payment prior to the delinquency thereof (whether as a result
of scheduled maturity, required prepayment, acceleration, demand, or otherwise) (and all notice and grace periods have lapsed)
in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an
aggregate outstanding principal amount of more than the Threshold Amount, or (B) fails to observe or perform, beyond any applicable
notice and cure periods, any other material agreement or condition relating to any such Indebtedness or Guarantee or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default
or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness
to be demanded or to become due prior to its stated maturity or such Indebtedness to be repurchased, prepaid, defeased or redeemed
prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded, in each
case, after all notice and grace periods have lapsed, other than due to the voluntary act of Borrower or any Subsidiary not constituting
a default under such Indebtedness (except for any default or other event which arises in connection with the disposition of assets,
or a change of control of or the sale of any equity interest in any Subsidiary, so long as such Indebtedness or Guarantee is repaid
in full substantially simultaneously with such disposition or change of control); and/or (ii) there occurs under any Swap
Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any




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event of default under such Swap
Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is the sole Affected Party
(as so defined) and all transactions covered by such Swap Contract are Affected Transactions (as so defined) and, in either event,
the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided
that to the extent such Swap Contract is governed by a master agreement, an Early Termination Date (as so defined) has been designated
in respect of all transactions under such master agreement; or


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


(g)     Inability
to Pay Debts; Attachment. (i) Borrower or any Subsidiary Guarantor becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process
is issued or levied against all or any material part of the property of Borrower or any Subsidiary Guarantor and is not released,
vacated or fully bonded within 60 days after its issue or levy; or


(h)     Judgments.
There is entered against Borrower or any Subsidiary Guarantor (i) a final judgment or order for the payment of money in an aggregate
amount exceeding $25,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon
such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment,
by reason of a pending appeal or otherwise, is not in effect or during which such judgment is not discharged or vacated; or


(i)     ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected
to result in liability of the Borrower or any Subsidiary Guarantor under Title IV of ERISA to the Pension Plan, Multiemployer
Plan or the PBGC in an aggregate amount in excess of $25,000,000, or (ii) the Borrower or any ERISA Affiliate fails to pay
when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $25,000,000; or


(j)     Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than in accordance
with the terms hereof or thereof, or satisfaction in full of all the Obligations, is revoked, terminated, canceled or rescinded,
without the prior written approval of Administrative Agent; or Borrower or any Subsidiary Guarantor commences any legal proceeding
at law or in equity to contest, or make unenforceable, cancel, revoke or rescind any of the Loan Documents; or


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


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


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




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


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


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


provided, however, that
upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower or any Subsidiary Guarantor
under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize
the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent
or any Lender.


8.03     Application
of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in
the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of
Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order:


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


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


Third, to
payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C
Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described
in this clause Third payable to them;


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


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


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


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




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ARTICLE
IX.

ADMINISTRATIVE AGENT 


9.01     Appointment
and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Lenders and the L/C Issuer, and Borrower shall not have rights as a third-party beneficiary of any
of such provisions.


9.02     Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity
as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.


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


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


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


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


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


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




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


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


9.06     Resignation
of Administrative Agent.


(a)     The Administrative Agent may at any time give notice
of its resignation to the Lenders, the L/C Issuer and the Borrower. The Administrative Agent will endeavor to give Borrower advance
notice of its intention to resign. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and
under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through
the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required
Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue
in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative
Agent.


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




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


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


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


(a)     to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, L/C Issuer and the Administrative Agent and their respective agents and counsel
and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.04(h) and (i),
2:10 and 10.04) allowed in such judicial proceeding; and


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


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 2:10 and 10.04.


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


9.10     Release
of Subsidiary Guarantors. The Lenders irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor to
the extent such release is requested by Borrower in accordance the provisions set forth in Section 6.12(c) hereof and upon
the satisfaction of the conditions set forth in such Section 6.12(c) (as reasonably determined by the Administrative Agent).
Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority
to grant releases pursuant to this Section 9.10. Further, the Administrative Agent is hereby authorized by the Lenders,
upon the request of Borrower, to execute and deliver to Borrower a document (in form and substance acceptable to the Administrative
Agent) evidencing such release.




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ARTICLE
X.

MISCELLANEOUS 


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


(a)     waive
any condition set forth in Section 4.01(a) without the written consent of each Lender;


(b)     extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without
the written consent of such Lender;


(c)     postpone
any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees
or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document or amend the definition of “Revolver
Extended Maturity Date” without the written consent of each Lender directly affected thereby; provided however that the Lenders’
consent shall not be required for an extension of the Revolver Maturity Date provided for under Section 2.15 hereof;


(d)     reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable
hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided,
however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default
Rate” or (ii) to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate;


(e)     change
Section 2.14 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender; or


(f)     change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender.


and, provided further,
that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders
required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter
of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to any Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement;
(iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender
may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment
of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment
or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more
adversely than other affected Lenders shall require the consent of such Defaulting Lender.


10.02     Notices;
Effectiveness; Electronic Communication.


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




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(i)     if
to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic
mail address or telephone number specified for such Person on Schedule 10.02; and


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


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


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


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


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




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


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


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


Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder
and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent
in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however,
that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies
that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the
L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as
L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising
setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.14), or (d) any
Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative
to Borrower or any Subsidiary Guarantor under any Debtor Relief Law; and provided, further, that if at any time there
is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall
have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to
the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.14, any Lender
may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required
Lenders.




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10.04     Expenses;
Indemnity; Damage Waiver.


(a)     Costs
and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and
its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection
with the syndication of the credit facilities provided for herein (without duplication of any expenses paid by Borrower pursuant
to the Fee Letter relating to syndication of the credit facilities), the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer
(including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection
with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


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


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




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


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


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


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


10.06     Successors
and Assigns.


(a)     Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d)
of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f)
of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly
provided herein, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


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


(i)     Minimum
Amounts.


(A)     in the
case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans 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




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(B)     in any
case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans
of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000 (and in integral multiples of $1,000,000 in excess thereof) unless each
of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to
members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to
an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether
such minimum amount has been met.


(ii)     Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not apply to rights in respect of the Swing Line Lender’s rights and obligations in respect of Swing Line Loans. Each
assignment shall be of an equal proportionate share of the assigning Lender’s rights and obligations under the Revolving
Loan Commitment and Term Loan Commitment;


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


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


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


(C)     the consent
of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases
the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding);
and


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


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


(v)     No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B), (C) to a natural person, or (D) to a competitor
of the Borrower listed on Schedule 10.06(b)(v) attached hereto, as such schedule may be updated from time to time as approved
by the Administrative Agent .




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


Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior
to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section.


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


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


Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the lettered items of the first proviso to Section 10.01 that affects such
Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.14 as though it were a Lender.




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


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


(g)     Intentionally
Omitted.


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




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10.07     Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives
SOLELY IN CONNECTION WITH THIS Agreement and the Loan Documents (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations
or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document
or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c)
or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower
and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender,
the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes
of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to
the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,
provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, all such information
shall be deemed to be confidential unless the Borrower or such Subsidiary has clearly and conspicuously marked such information
as “PUBLIC” in accordance with Section 6.02 hereof. 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.


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


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




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


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


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


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


10.13     Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any
Lender is a Defaulting Lender, or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender
as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in,
and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts
such assignment), provided that:


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


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




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


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


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


10.14     Governing
Law; Jurisdiction; Etc.


(a)     GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK PURSUANT TO SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW YORK’S PRINCIPLES OF CONFLICTS
OF LAW).


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


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


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


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




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


10.17     Electronic
Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,”
“signature,” and words of like import in or related to any document to be signed in connection with this Agreement
and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications,
Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic
matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding
anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures
in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


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


10.19     Time
of the Essence. Time is of the essence of the Loan Documents.




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10.20     ENTIRE
AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


10.21     Release
of Wholly-Owned Subsidiaries as Borrowers


. Each of the Wholly-Owned Subsidiaries listed on Schedule
1 attached hereto is hereby released as a Borrower under the Original Credit Agreement, the Notes issued thereunder and the
other loan documents under the Original Credit Agreement, and such Person shall have no liability as a borrower or obligor under
this Agreement unless such Person becomes or is required to become a Subsidiary Guarantor pursuant to Section 6.12 hereof.
Nothing in this Section 10.21 shall release any such Person in its capacity as a Subsidiary Guarantor to the extent such
Person becomes or is required to become a Subsidiary Guarantor pursuant to Section 6.12 hereof.


 


[remainder of page left intentionally
blank – signature pages, exhibits and schedules to follow]


 




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


	BORROWER:	FRANKLIN STREET PROPERTIES CORP., 

a Maryland corporation
	 	 
	 	 
	 	
        By:       /s/ George J. Carter   

        Name: George J. Carter

        Title: President

         



 




    	S-1



    	 



    

 


	LENDERS/AGENT:	BANK OF AMERICA, N.A., 

individually in its capacity as Administrative Agent
	 	 
	 	 
	 	By:  /s/ Israel Lopez        
	 	Name: Israel Lopez
	 	Title:  Senior Vice President
	 	 
	 	 
	 	[signature pages continue]




    	S-2



    	 



    




	 	BANK OF AMERICA, N.A.,

    individually in its capacity as a Lender, L/C Issuer

    and Swing Line Lender

    

    

    By: /s/ Israel Lopez     

    Name: Israel Lopez

    Title: Senior Vice President

    

    

    [signature pages continue]








    	S-3



    	 



    

 


	 	COMPASS BANK, an Alabama banking corporation,
individually in its capacity as a Lender and Documentation Agent







By: /s/ S. Kent Gorman    

Name: S. Kent Gorman

Title: Senior Vice President



 




[signature pages continue]

 



 







    	S-4



    	 



    

 



	 	REGIONS BANK, individually in its capacity
as a Lender and Syndication Agent







By: /s/ Paul E. Burgan    

Name: Paul E. Burgan

Title: Vice President

                            



 




[signature pages continue]

 


 







    	S-5



    	 



    

 



	 	CITIZENS BANK, NATIONAL ASSOCIATION,

as Syndication Agent and individually in its capacity as a Lender







By: /s/ Kerri Colwell    

Name: Kerri Colwell

Title: Senior Vice President

                            



 



[signature pages continue]

 


 





    	S-6



    	 



    

 



	 	BANK OF MONTREAL,

as Syndication Agent and individually in its capacity as a Lender







By: /s/ Aaron Lanski    

Name: Aaron Lanski

Title: Managing Director

                            



 



[signature pages continue]

 


 





    	S-7



    	 



    

 



	 	PNC BANK, NATIONAL ASSOCIATION,

individually in its capacity as a Lender and Documentation Agent







By: /s/ Andrew D. Coler    

Name: Andrew D. Coler

Title: Senior Vice President

                            



 



[signature pages continue]

 


 







    	S-8



    	 



    

 



	 	U. S. BANK NATIONAL ASSOCIATION,

individually in its capacity as a Lender







By: /s/ David Heller    

Name: David Heller

Title: Senior Vice President, Relationship Manager

                           





[signature pages continue]



 







    	S-9



    	 



    

 



	 	CAPITAL ONE, N.A.,

individually in its capacity as a Lender







By: /s/ Ashish Tandon    

Name: Ashish Tandon

Title: Vice President



 







[signature pages continue]

 


 







    	S-10



    	 



    

 



	 	BRANCH BANKING AND TRUST COMPANY,

                           individually in its capacity as a Lender

                           

                           

                           

                           By: /s/ Mark Edwards    

                           Name: Mark Edwards

                           Title: Senior Vice President

                           



 

 

[signature pages continue]

 


 







    	S-11



    	 



    

 



	 	TD BANK, N.A.,

individually in its capacity as a Lender







By: /s/ Scott Wisdom    

Name: Scott Wisdom

Title: Vice President




 


 




    	S-12



    	 



    

EXHIBIT A-1


FORM OF REVOLVER COMMITTED LOAN NOTICE


Date: ___________, _____


To:    Bank of America,
N.A., as Administrative Agent


Ladies and Gentlemen:


Reference is made
to that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein
as therein defined), among Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.


The undersigned
hereby requests (select one):


[_]  A
Borrowing of Revolver Committed Loans    [_]  A conversion or continuation of Revolving Loans


		1.	On ______________________________ (a Business Day).



		2.	In the amount of $_______________.



		3.	Comprised of _______________________________.



[Type of Revolver Committed Loan
requested]


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



The Committed Borrowing,
if any, requested herein complies with clause (i) of the proviso to the first sentence of Section 2.01(a) of the Agreement.


	
        BORROWER:

         
	
        FRANKLIN STREET PROPERTIES CORP., 

        a Maryland corporation

         

         

        By: ________________________________

        Name:

        Title:



 


Exhibit A-1 - Page 1

Form of Revolver Committed Loan Notice




    	 



    	 



    

EXHIBIT A-2


FORM OF TERM COMMITTED LOAN NOTICE


Date: ___________, _____


To:    Bank of America,
N.A., as Administrative Agent


Ladies and Gentlemen:


Reference is made
to that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein
as therein defined), among Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.


The undersigned
hereby requests a conversion or continuation of Term Loans:


		1.	On ______________________________ (a Business Day).



		2.	In the amount of $_______________.



		3.	Comprised of _______________________________.



[Type of Revolver Committed
Loan requested]


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



	
        BORROWER:

         
	
        

        FRANKLIN STREET PROPERTIES CORP., 

        a Maryland corporation

         

         

        By: ________________________________

        Name:

        Title:



 


 


Exhibit A-2 – Page 1

Form of Term Committed Loan Notice




    	 



    	 



    

EXHIBIT B


OPINION MATTERS


 


The following opinions
are to be covered by the legal opinion letter:


1.     Borrower is a corporation validly
existing and in good standing under the laws of the State of Maryland, and has all requisite corporate power and authority to own
its properties and assets and to conduct its business as it is, to our knowledge, currently conducted. Borrower is qualified to
transact business in the jurisdictions indicated on Schedule __ attached hereto.


2.     Borrower has all requisite corporate
power and authority to execute and deliver and perform its obligations under each Credit Document to which it is a party and to
consummate the transactions contemplated thereby.


3.     The execution, delivery and performance
by Borrower of each Credit Document to which it is a party have been duly authorized by all necessary corporate action on the part
of Borrower.


4.     Each of the Credit Documents has
been duly executed and delivered by Borrower.


5.     Each of the Credit Documents constitutes
the valid and binding obligation of Borrower, enforceable against Borrower in accordance with its respective terms.


6.     The execution and delivery by
the Borrower of each of the Credit Documents to which it is a party and the consummation of the transactions contemplated thereby,
do not (a) violate the provisions of the Charter, or the Bylaws of the Borrower; or (b) violate the provisions of the state laws
of the State of New York, the Maryland General Corporation Law or the federal laws of the United States of America, in each case,
to the extent applicable to the Borrower.


7.     The execution and delivery by
the Borrower of each of the Credit Documents and the consummation of the transactions contemplated thereby, do not violate, result
in a breach or termination of, or a default under (or an event which, with or without due notice or lapse of time, or both, would
constitute a default under) or accelerate the performance required by, or cause the creation of any lien, security interest, charge
or other encumbrance upon the properties or assets of the Borrower pursuant to (a) that certain Amended and Restated Credit Agreement
dated as of the date hereof by and among, inter alia, the Borrower and Bank of Montreal, or (b) any agreement which has been filed
by Borrower with the Securities and Exchange Commission (the “SEC”) as an exhibit to Borrower’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2013, or as an exhibit to any other report or registration statement subsequently
filed by the Borrower with the SEC, in each case as listed on Schedule __ attached hereto.


8.     Borrower is not required to register
as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.


9.     No authorization, approval or
consent of, and no filing or registration with, any United States federal, New York state or Maryland state governmental or regulatory
authority or agency is required on the part of Borrower for the execution, delivery or performance by the Borrower of the Credit
Documents.


 


Exhibit B – Page 1

Opinion Matters





    	 



    	 



    

EXHIBIT C


FORM OF SWING LINE LOAN NOTICE


Date: ___________, _____


To:     Bank of America, N.A., as Swing
Line Lender     

     Bank of America, N.A., as Administrative Agent


Ladies and Gentlemen:


Reference is made
to that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein
as therein defined), among Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.


The undersigned
hereby requests a Swing Line Loan:


		1.	On ______________________________ (a Business Day).



		2.	In the amount of $_______________.



The Swing Line Borrowing
requested herein complies with the requirements of (A) clause (i) of the first proviso to the first sentence of Section 2.05(a)
of the Agreement, and (B) the second proviso to the first sentence of Section 2.05(a) of the Agreement.


	
        BORROWER:

         

         

         

         
	
        Franklin Street Properties Corp.,

        a Maryland corporation

         

         

        By: ________________________________

        Name:

        Title:



 


 


Exhibit C – Page 1

Form of Swing Line Loan Notice





    	 



    	 



    

EXHIBIT D-1


FORM OF AMENDED AND RESTATED REVOLVER
NOTE


___________ , 2014


FOR VALUE RECEIVED,
the undersigned (the “Borrower”), hereby promises to pay to ___________________________ or registered assigns (the
“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each
Revolving Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement,
dated as of October 29, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time,
the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from
time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.


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


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


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


THIS REVOLVER NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW YORK'S PRINCIPLES
OF CONFLICTS OF LAWS).


This Revolver Note
amends, restates and supersedes in its entirety the Revolver Note dated as of September 27, 2012 (the “Existing Revolver
Note”) from the Borrower and certain of Borrower’s Wholly-Owned Subsidiaries made payable to the order of the Lender.
Upon execution and delivery by the Borrower of this Revolver Note, this Revolver Note shall replace in its entirety the Existing
Revolver Note, and shall immediately evidence all of the outstanding indebtedness under the Existing Revolver Note. The Borrower
hereby agrees that the indebtedness embodied in and evidenced by this Revolver Note is the same indebtedness embodied and evidenced
by the existence of the Existing Revolver Note and that such indebtedness is a continuing obligation of the Borrower, and has been
and continues to be fully enforceable, absolute and in existence. Borrower acknowledges that the Borrower does not have any offsets,
defenses or counterclaims to the Existing Revolver Note, and to the extent the Borrower may have any claim, the Borrower hereby
WAIVES and RENOUNCES any such claim.


 


[Remainder of Page
Intentionally Blank]


Exhibit D-1 – Page 1

Form of Revolver Note





    	 



    	 



    

 


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


 


	BORROWER:	FRANKLIN STREET PROPERTIES CORP., 

a Maryland corporation
	 	 
	 	 
	 	By:    ___________________________________
	 	Name: 
	 	Title:  
	 	 
	 	 


 


 


Exhibit D-1 – Page 2

Form of Revolver Note





    	 



    	 



    

REVOLVING LOANS AND PAYMENTS WITH
RESPECT THERETO


	Date	Type of 

Revolving 

Loan Made	Amount of 

Revolving 

Loan Made	End of 

Interest 

Period	Amount of 

Principal or 

Interest Paid 

This Date	Outstanding 

Principal Balance 

This Date	Notation 

Made By
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________


 


 


Exhibit D-1 – Page 3

Form of Revolver Note




    	 



    	 



    

EXHIBIT D-2


FORM OF AMENDED AND RESTATED TERM
NOTE


___________ , 2014


FOR VALUE RECEIVED,
the undersigned (the “Borrower”), hereby promises to pay to _________________________. or registered assigns (the “Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term Loan made by the
Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2014 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined
therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.


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


This Amended and
Restated Term Note (this “Term Note”) is one of the Notes referred to in the Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. The Borrower may not reborrow
any portion of the Term Loan once repaid. Upon the occurrence and continuation of one or more of the Events of Default specified
in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and
payable all as provided in the Agreement. The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse
thereon the date, amount and maturity of its Term Loan and payments with respect thereto.


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


THIS TERM NOTE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW YORK'S PRINCIPLES
OF CONFLICTS OF LAWS).


This Term Note amends,
restates and supersedes in its entirety the Term Note dated as of September 27, 2012 (the “Existing Term Note”) from
the Borrower and certain of Borrower’s Wholly-Owned Subsidiaries made payable to the order of the Lender. Upon execution
and delivery by the Borrower of this Term Note, this Term Note shall replace in its entirety the Existing Term Note, and shall
immediately evidence all of the outstanding indebtedness under the Existing Term Note. The Borrower hereby agrees that the indebtedness
embodied in and evidenced by this Term Note is the same indebtedness embodied and evidenced by the existence of the Existing Term
Note and that such indebtedness is a continuing obligation of the Borrower, and has been and continues to be fully enforceable,
absolute and in existence. Borrower acknowledges that the Borrower does not have any offsets, defenses or counterclaims to the
Existing Term Note, and to the extent the Borrower may have any claim, the Borrower hereby WAIVES and RENOUNCES any such claim


[Remainder of Page
Intentionally Blank]


Exhibit D-2 – Page 1

Form of Term Note




    	 



    	 



    

 


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


	FSP:	FRANKLIN STREET PROPERTIES CORP., 

a Maryland corporation
	 	 
	 	 
	 	By:    ___________________________________
	 	Name: 
	 	Title:  
	 	 
	 	 


 


 


     


Exhibit D-2 – Page 2

Form of Term Note





    	 



    	 



    

 


TERM LOAN AND PAYMENTS WITH RESPECT
THERETO


	Date	Type of Term 

Loan Made	Amount of 

Term Loan 

Made	End of 

Interest 

Period	Amount of 

Principal or 

Interest Paid 

This Date	Outstanding 

Principal 

Balance 

This Date	Notation 

Made By
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________
	__________	__________	__________	__________	__________	__________	__________


 


 


Exhibit D-2 – Page 3

Form of Term Note





    	 



    	 



    

EXHIBIT E


 


FORM OF COMPLIANCE CERTIFICATE


Financial Statement Date: _______________,
_____


 


To:    Bank of America,
N.A., as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is made
to that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein
as therein defined), among Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.


The undersigned
Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________________________ of Borrower,
and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the
Borrower, and that:


 


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


 


1.     The Borrower
has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal
year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant
required by such section.


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


 


1.     The Borrower
has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter
of the Borrower ended as of the above date. Such financial statements fairly present, in all material respects, the financial condition,
results of operations and cash flows of the Consolidated Parties in accordance with GAAP as at such date and for such period, subject
only to normal year-end audit adjustments and the absence of footnotes.


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


Exhibit E-1

Form of Compliance Certificate




    	 



    	 



    

 


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


[select one:


]


[to the knowledge
of the undersigned, during such fiscal period no Default or Event of Default has occurred and is continuing.]


--or--


[to the knowledge
of the undersigned, during such fiscal period the following Defaults and Events of Default exist:[1]]


 


4.     The representations
and warranties of the Borrower contained in Article V of the Agreement are true and correct in all material respects
on and as of the date hereof, except (a) to the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier date, and (b) except that (i) the representations and warranties
contained in subsections (a), (b) and (c) of Section 5.05 refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 6.01; and (ii) the representations and warranties contained in
Section 5.13(a) refer to the most recent update to Schedule 5.13(a) furnished pursuant to Section 6.02(a)(ii),
and are true and correct in all material respects as of the effective date of such update, and (iii) the representations and warranties
contained in the first and second sentences of Section 5.21 refer to the most recent update to Schedule 5.21 furnished
pursuant to Section 6.02(a)(i), and are true and correct in all material respects as of the effective date of such
update.


5.     The financial
covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate in all material respects
as of the Financial Statement Date covered by this Certificate.


6.     The updates
to Schedules 5.21 and 5.13(a) attached hereto and the list of all Projects Under Development attached hereto are true and
accurate on and as of the Financial Statement Date covered by this Certificate.


IN WITNESS WHEREOF,
the undersigned has executed this Certificate as of _______________, _____.


	
        BORROWER:

         

         

         
	
        Franklin Street Properties Corp.,

        a Maryland corporation

        By: ________________________________

        Name:

        Title:



 


_______________________________


1 Specify nature and extent thereof and what action Borrower
proposes to take with respect thereto.


 


Exhibit E-1

Form of Compliance Certificate




    	 



    	 



    


 


SCHEDULE 1


Franklin Street Properties Corp.

Financial Covenants


__________ [Date]


	(in thousands, except percentages and ratios)
	1.    Maximum Leverage Ratio	 	 	 
	 	Total Indebtedness	Total Asset Value	Indebtedness to Total Asset Value
	 	 	 	 
	Not to exceed 60%	 	 	 
	 	 	 	 
	
        Total Asset Value

        Unencumbered Asset Value (see Schedule A)

        Encumbered Asset Value (see Schedule B)

        Unrestricted Cash

        Cash Equivalents

        Book value of unimproved land holdings

        Book value of construction in progress

        Carrying value of performing mortgage loans

        Assets Held for Syndication

        Mortgage Loan Receivable

        Investment in Sponsored REITs
	 	 
	 	 	 	 
	Total Asset Value	 	 	 


 


Exhibit E-1

Form of Compliance Certificate




    	 



    	 



    

 


	
        Total Indebtedness

        Revolver Loan Balance

        Term Loan Balance

        Derivative Termination Value

        Secured Debt

        Other Indebtedness
	 	 	 
	Consolidated Parties’ Equity Percentage of Indebtedness of Unconsolidated Affiliates	 	 	 
	Total Indebtedness	 	 	 
	 
	
        2.    Maximum
        Secured Leverage Ratio

        Secured Indebtedness of the Consolidated
        Parties

         

         

         

         

         

         

         
	 	
         

        $

	Total Asset Value	 	 
	% of Secured Indebtedness over Total Asset Value	 	 
	
        Maximum % of secured Indebtedness not
        to exceed 30% of Total Asset Value

         
	 	 


 


Exhibit E-1

Form of Compliance Certificate




    	 



    	 



    

 


	3.    Minimum Fixed Charge Cover Ratio	 	 
	 	Adjusted EBITDA	Fixed Charges	Adjusted EBITDA to Fixed Charge Ratio	 
	Minimum 1.5:1	$	 	 	 
	 
	
        4.    Maximum
        Unencumbered Leverage Ratio

         
	 	 
	 	Unsecured 

Indebtedness	Unencumbered Asset Value	Leverage

Ratio
	Not to exceed 60% and no one Property to exceed 20%	 	 	 
	 	 	 	 
	
        5.    Minimum
        Unsecured Interest Coverage

         

	 	Quarterly 

Unencumbered NOI	Interest Expense	NOI to Interest Expense
	 	 	 	 
	
        Equal to 1.75:1 or more

         
	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 


 


 


 


Exhibit E-1

Form of Compliance Certificate




    	 



    	 



    

 


	6.    Minimum Tangible Net Worth[2]	 	 
	Total Assets, less:	 	$
	Book Value of Intangible Assets	 	 
	Write-up of book value subsequent to Balance Sheet date	 	 
	Subscriptions Receivable	 	 
	Total Liabilities	 	 
	Tangible Net Worth	 	 
	Required Net Worth	 	 
	Required as of 6/30/2014	 	$810,783,000
	Equity Offering after 10/__/2014(add 75% of net proceeds from equity offerings)
	ATM Equity Offering after 10/__/2014 (add 75% of net proceeds from equity offerings)
	Required Net Worth	 	 
	 	 	 	 	 	 


 


_______________________________


2 Total Assets and Total
Liabilities shall also exclude an asset or liability created by the Swap Termination Value.


 


Exhibit E-1

Form of Compliance Certificate





    	 



    	 



    

Franklin Street Properties Corp.

Financial Covenants


__________ [Date]


	
        Schedule A

         
	 	 	 
	
        Unencumbered Asset Value

         
	 	 	 
	 	Date	Cap Rate	Unencumbered Asset Value




	 	 	 	 
	Quarterly NOI	$	 	 
	 	 	 	 
	Annual NOI	x4	 	 
	 	$_____________	7.0%/7.5%[3]	$_____________
	Acquisition costs of new properties	 	 	$_____________
	 	 	 	 
	Unencumbered Asset Value	 	 	$_____________
	
        Schedule B

         
	 	 	 
	Encumbered Asset Value	 	 	 
	 	Date	Cap Rate	Encumbered Asset Value


 


_______________________________


3 7.0% for CBD or Urban Infill Property/7.5% for Suburban
Property


 


Exhibit E-1

Form of Compliance Certificate




    	 



    	 



    

 


	Quarterly NOI	$	 	 
	 	 	 	 
	Annual NOI	x4	 	 
	 	$_____________	7.0%/7.5%[4]	$_____________
	[Acquisition costs of new properties]	 	 	$_____________
	 	 	 	 
	Encumbered Asset Value	 	 	$_____________
	 	 	 	 


 


Franklin Street Properties Corp.

Consolidated Balance Sheets


(Audited/Unaudited)


__________ [Date]


 


[To be inserted]


 


_______________________________


4 7.0% for CBD or Urban Infill Property/7.5% for Suburban
Property


 


Exhibit E-1

Form of Compliance Certificate





    	 



    	 



    

 


Franklin Street Properties Corp.

Consolidated Statement of Income


(Audited/Unaudited)


__________ [Date]


     


[To be inserted]


	 	 	 
	EBITDA	 	 
	Net Income	 	 
	Non-recurring/Extraordinary /GOS/Acq Cost	 	 
	Interest including deferred financing costs	 	 
	Taxes	 	 
	Depreciation & Amortization	 	 
	Amortization of leases (in revenue)	 	 
	Pro Rata Share Unconsolidated Affiliates	_______________	_______________
	 	 	 
	EBITDA	 	 
	Capital Item allowance ($.30 sf/year)	_______________	_______________
	Adjusted EBITDA	 	 


 


 


Exhibit E-1

Form of Compliance Certificate





    	 



    	 



    

Franklin Street Properties Corp.

Financial Covenants


Quarterly Debt Service

_________________ [Date]


	Interest Expense	 	 	 
	 	 	 	 


 


 


 


Exhibit E-1

Form of Compliance Certificate





    	 



    	 



    

Franklin Street Properties Corp.

Property NOI

_________________ [Date]


 


	 	 	 	 	 	 	 	Actual	Actual	 
	 	 	 	 	 	Cost	 	Q_ NOI	Q_ NOI	 
	 	Name	City	State	S.F.	Most Recent FQ	 	Most Recent FQ	Same Quarter Prior Year	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	-	-	 	-	-	 
	 	 	 	 	 	 	 	 	 	 
	 	Unencumbered NOI	 	 	 	 	 	 	 	 
	 	Property NOI for the quarter	 	 	 	 	 	-	-	 
	 	Less: Capital Item allowance ($.30 sf/year, including acquisitions)	 	 	 	 
	(a)	Adjustment for management fees to 3%	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	-	-	 
	 	 	 	 	 	 	 	 	 	 
	 	Property NOI for the quarter	 	 	 	 	-	-	 
	 	Less: New acquisitions (if less than 4 quarters)	 	 	 	-	-	 
	 	Less: Capital Item allowance ($.30 sf/year, including acquisitions)	 	 	 	 
	(a)	Adjustment for management fees to 3%	 	 	 	 	 	 	 
	 	NOI for Unencumbered Asset Value calculation	 	 	 	-	-	 
	 	 	 	 	 	 	 	 	 	 
	 	Cap rate per loan agreement	 	 	 	 	 	7.0%/7.5%[5]	7.0%/7.5%[6]	 
	 	 	 	 	 	 	 	 	 	 
	 	Value of the Properties:	 	 	 	 	 	 	 	 
	 	Calculated above	 	 	 	 	 	-	-	 
	 	Acquisitions at cost	 	 	 	 	 	-	-	 
	 	Unencumbered Asset Value	 	 	 	 	 	-	-	 
	 	 	 	 	 	 	 	 	 	 
	 	Encumbered NOI	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


(a)   NOI is net of actual management fees
paid, adjustment is to (increase)/decrease fees to 3% level


_______________________________


5 7.0% for CBD or Urban Infill Property/7.5% for Suburban
Property


6 7.0% for CBD or Urban Infill Property/7.5% for
Suburban Property


Exhibit E-1

Form of Compliance Certificate





    	 



    	 



    

Franklin Street Properties Corp.

Management Fee Calculation[7]

_________________ [Date]


	 	9 Months	6 Months	3 Months
	 	 	 	 
	Calculation:	 	 	 
	Total rental revenue for 10-Q	 	 	 
	 	 	 	 
	Excluded revenues:	 	 	 
	Amort - Favorable lease	 	 	 
	Lease Induce/Rent reduct	 	 	 
	FASB 13 Revenue	 	 	 
	 Total excluded revenues 	 	 	 
	 	 	 	 
	 Gross revenues 	 $                           	 $                         	 $                           
	 	 	 	 
	 3% of Gross Revenues 	 $                          	 $                         	 $                           
	 	 	 	 
	Less Actual management fees charged:	 	 	 
	 	 	 	 
	Adjustment required	 $                           	 $                         	 $                           


 


_______________________________


7 To be adjusted as appropriate to determine management
fees for the quarter.


 


Exhibit E-1

Form of Compliance Certificate





    	 



    	 



    


EXHIBIT F-1


ASSIGNMENT AND ASSUMPTION


This Assignment
and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [the] [each][1] Assignor
identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee
identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed
that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.][2]
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the
“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.


For an agreed consideration,
[the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees],
and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s] [the respective
Assignors’] rights and obligations in [its capacity as a Lender] [their respective capacities as Lenders]
under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective
Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing
Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors
(in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with
the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or
in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any]
Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor.


	6.	Assignor[s]:	______________________________
	 	 	______________________________
	7.	Assignee[s]:	______________________________
	 	 	______________________________
	 	 	[for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]]


_______________________________


1 For bracketed language here and elsewhere in this form
relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment
is from multiple Assignors, choose the second bracketed language.


2 Include bracketed language
if there are either multiple Assignors or multiple Assignees.


 


 


Exhibit F-1 – Page 1

Assignment and Assumption





    	 



    	 



    

 


8.            Borrower(s):     Franklin
Street Properties Corp.


		9.	Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit
Agreement



		10.	Credit Agreement: Second Amended and Restated Credit Agreement, dated as of October 29,
2014, among Franklin Street Properties Corp., the Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer, and Swing Line Lender



		11.	Assigned Interest[s]:



Revolving Loan(s)


	Assignor[s]	Assignee[s]	Facility

Assigned	Aggregate

Amount of

Commitment 

for all Lenders[3]	Amount of

Commitment 

Assigned	Percentage

Assigned of

Commitment[4]	CUSIP

Number
	 	 	 	 	 	 	 
	 	 	Revolver Loan Commitment (and related Swing Line Loan and Letter of Credit Commitments)	$_____________	$_________	____________%	 
	 	 	____________	$_____________	$_________	____________%	 
	 	 	____________	$_____________	$_________	____________%	 


 


Term Loan


	Assignor[s]	Assignee[s]	Facility

Assigned	Aggregate

Amount of

Commitment 

for all Lenders[3]	Amount of

Commitment 

Assigned	Percentage

Assigned of

Commitment[4]	CUSIP

Number
	 	 	 	 	 	 	 
	 	 	Term Loan Commitment 	$_____________	$_________	____________%	 
	 	 	____________	$_____________	$_________	____________%	 


 


_______________________________


3 Amounts in this column
and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments
made between the Trade Date and the Effective Date.


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


 


Exhibit F-1 – Page 2

Assignment and Assumption




    	 



    	 



    

 


	12.	[Trade Date:	__________________][5]


Effective Date:
__________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER
IN THE REGISTER THEREFOR.]


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


 


_______________________________


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


 


 


Exhibit F-1 – Page 3

Assignment and Assumption





    	 



    	 



    

 


	 	
        ASSIGNOR:

        

        [NAME OF ASSIGNOR]

        

        

        By: _____________________________________

        Title: ______________

	 	
        ASSIGNEE:

        

        [NAME OF ASSIGNEE]

        

        

        By: _____________________________________

        Title: ______________

	
        [Consented to and][6]
        Accepted:

        

        BANK OF AMERICA, N.A.,

        as Administrative Agent

        

        

        By: _____________________________________

        Title: ______________
	 
	
        [Consented to:][7]

        

        

        By: _____________________________________

        Title: ______________
	 


 


 


_______________________________


6 To be added only if
the consent of the Administrative Agent is required by the terms of the Credit Agreement.


7 To be added only if
the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.


 


Exhibit F-1 – Page 5

Assignment and Assumption





    	 



    	 



    

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


FRANKLIN STREET PROPERTIES CORP. –
CREDIT AGREEMENT



STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


1.     Representations
and Warranties.


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


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


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


3.     General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York (without giving effect to New York’s principles of
conflicts of law).


Exhibit F-1 – Page 7

Assignment and Assumption





    	 



    	 



    

EXHIBIT F-2


FORM OF ADMINISTRATIVE QUESTIONNAIRE


	Administrative Details Reply Form	 
	 	 


FAX ALONG WITH COMMITMENT
LETTER TO: Marvin Sensabaugh, FAX#: 704.719.8705


Cheryl Bailey,
FAX#: 617.346.4670


	I. Borrower Name	Franklin Street Properties Corp
	 	$500,000,000 Senior Unsecured Revolving Credit Facility
	 	$400,000,000 Senior Unsecured Term Facility


 


	II.  Legal Name of Lender for Signature Page: 	 	 
	III. Name of Lender for any eventual tombstone:	 	 
	IV.  Domestic Address:	 	V.  Eurodollar Address:
	 	 	 


VI. Contact Information


	 	Credit Contact	 	Operations Contact	 	Legal Counsel
	Name:	 	 	 	 	 
	Title:	 	 	 	 	 
	Address:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Telephone:	 	 	 	 	 
	Facsimile:	 	 	 	 	 
	E Mail Address:	 	 	 	 	 
	 	
         

        Bid Contact
	
         

         
	
         

        L/C Contact
	 	
         

        Draft Documentation Contact

	Name:	 	 	 	 	 
	Title:	 	 	 	 	 
	Address:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Telephone:	 	 	 	 	 
	Facsimile:	 	 	 	 	 
	E Mail Address:	 	 	 	 	 


 


Exhibit F-2 – Page 1

Form of Administrative Questionnaire





    	 



    	 



    

 


VII. Lender’s Fed Wire Payment Instructions


	Pay to:	 	 
	 	(Name of Lender)	 
	 	(ABA#)	(City/State)
	 	(Account #)	(Account Name)
	 	(Attention)	 


VIII. Organizational
Structure:


	Foreign Br., organized under which laws, etc.	 
	Lender’s Tax ID:	 
	 
	Tax withholding Form Attached (For Foreign Buyers)
	[___]	Form W-9
	[___]	Form W-8
	[___]	Form 4224 effective: ____________________
	[___]	Form 1001
	[___]	W/Hold _________%  Effective ________________
	[___]	Form 4224 on file with Bank of America from previous current years transaction ___________________
	 	 	 


IX. Bank of
America Payment Instructions:


	 	 
	 	 
	Pay to:	Bank of America’s Wiring Instructions


 


	 	Bank of America
	 	ABA # 026009593
	 	Credit: G/L Account # _______________
	 	For Further Credit to: Franklin Street Properties
	 	RE: Obligor # 656275
	 	ATTN: Cheryl Bailey/Clare O’Connor


 


Exhibit F-2 – Page 2

Form of Administrative Questionnaire




    	 



    	 



    

 


	X.  Name of Authorized Officer:	 
	Name:	 
	Signature:	 
	Date:	 


 


 


 


Exhibit F-2 – Page 3

Form of Administrative Questionnaire





    	 



    	 



    

EXHIBIT G


FORM OF SUBSIDIARY GUARANTY


CONTINUING GUARANTY


FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged,
and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to FRANKLIN
STREET PROPERTIES CORP., a Maryland corporation, (the “Borrower”) by BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer and the other lenders party to that certain Second Amended and Restated Credit Agreement dated
as of October 29, 2014 (as amended, restated, extended, supplemented, or otherwise modified in writing from time to time, the “Agreement”)
by and among Borrower, Bank of America, N.A. and the other lenders from time to time party thereto (Bank of America, N.A. together
with such lenders from time to time party to the Agreement are collectively referred to herein as the “Lender”), the
undersigned Guarantor (the “Guarantor”) hereby furnishes its guaranty as follows:


1.     Guaranty. The Guarantor hereby unconditionally and
irrevocably guarantees to Lender the full and prompt payment when due, whether at stated maturity, by required prepayment, upon
acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual
performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed
Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein,
the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities
of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary
and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the
Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed
in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments,
refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender
in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations
shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and
any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement
with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other
modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding
or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor
statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and
shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief
Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be
limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance
as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable
provisions of any similar federal or state law.


2.     No Setoff or Deductions; Taxes; Payments. The Guarantor
shall to the extent permitted by applicable Laws make all payments hereunder without setoff or counterclaim and free and clear
of and without deduction for any Indemnified Taxes. If, however, applicable Laws require the Guarantor to withhold or deduct any
Taxes, such Taxes shall be withheld or deducted in accordance with such Laws as determined by the Guarantor taking account the
information and documentation to be delivered pursuant to the Agreement. To the extent that the withholding or deduction is made
on account of Indemnified Taxes, the sum payable by the Guarantor shall be increased in accordance with Section 3.01 of the Agreement
so that after any required withholding or deduction the Lender receives an amount equal to the sum it would have received had no
such withholding or deduction for Indemnified Taxes been made. The obligations of the Guarantor under this paragraph shall survive
the payment in full of the Guaranteed Obligations and termination of this Guaranty.


Exhibit G – Page 1

Form of Subsidiary Guaranty




    	 



    	 



    

 


3.     Rights of Lender. The Guarantor consents and agrees
that the Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing
effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the
terms of the Guaranteed Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell,
or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and
direct the order or manner of sale thereof as the Lender in its sole discretion may determine; and (d) release or substitute one
or more of any endorsers or other guarantors of any of the Guaranteed Obligations. Without limiting the generality of the foregoing,
the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks
of the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantor.


4.     Certain Waivers. The Guarantor waives to the fullest
extent permitted by law (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor,
or the cessation from any cause whatsoever (including any act or omission of the Lender) of the liability of the Borrower; (b)
any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Borrower;
(c) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder; (d) any right to require the
Lender to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed Obligations, or pursue any other
remedy in the Lender ’s power whatsoever and any defense based upon the doctrines of marshalling of assets or of election
of remedies; (e) any benefit of and any right to participate in any security now or hereafter held by the Lender; (f) any fact
or circumstance related to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor
under this Guaranty and (g) any and all other defenses or benefits that may be derived from or afforded by applicable law limiting
the liability of or exonerating guarantors or sureties, other than the defense that the Guaranteed Obligations have been fully
performed and indefeasibly paid in full in cash.


The Guarantor expressly waives all presentments,
demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor
and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of
acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations. This Guaranty
shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument
or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or
extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise
constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses
it may now have or hereafter acquire in any way relating to any or all of the foregoing.


5.     Obligations Independent. The obligations of the Guarantor
hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations and the obligations
of any other guarantor, and a separate action may be brought against the Guarantor to enforce this Guaranty whether or not the
Borrower or any other person or entity is joined as a party.


6.     Subrogation. The Guarantor shall not exercise any right
of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty
until all of the Guaranteed Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in
full and any commitments of the Lender or facilities provided by the Lender with respect to the Guaranteed Obligations are terminated.
If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for
the benefit of the Lender and shall forthwith be paid to the Lender to reduce the amount of the Guaranteed Obligations, whether
matured or unmatured.


Exhibit G – Page 2

Form of Subsidiary Guaranty




    	 



    	 



    

 


7.     Termination; Reinstatement. This Guaranty is a continuing
and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall, unless earlier released in accordance
with the Agreement, remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty
are indefeasibly paid in full in cash and any commitments of the Lender or facilities provided by the Lender with respect to the
Guaranteed Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or
be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or the Lender exercises
its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement
entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding
under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether
or not the Lender is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination
or reduction. The obligations of the Guarantor under this paragraph shall survive termination of this Guaranty.


8.     Subordination. The Guarantor hereby subordinates the
payment of all obligations and indebtedness of the Borrower owing to the Guarantor, whether now existing or hereafter arising,
including but not limited to any obligation of the Borrower to the Guarantor as subrogee of the Lender or resulting from the Guarantor’s
performance under this Guaranty, to the indefeasible payment in full in cash of all Guaranteed Obligations. During the continuance
of an Event of Default under the Agreement, any such obligation or indebtedness of the Borrower to the Guarantor shall be enforced
and performance received by the Guarantor as trustee for the Lender and the proceeds thereof shall be paid over to the Lender on
account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of the Guarantor under this
Guaranty.


9.     Stay of Acceleration. In the event that acceleration
of the time for payment of any of the Guaranteed Obligations is stayed, in connection with any case commenced by or against the
Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantor
immediately upon demand by the Lender.


10.     Expenses. The Guarantor shall pay on demand all out-of-pocket
expenses (including reasonable attorneys’ fees and expenses) in any way relating to the enforcement or protection of the
Lender’s rights under this Guaranty or in respect of the Guaranteed Obligations, including any incurred during any “workout”
or restructuring in respect of the Guaranteed Obligations and any incurred in the preservation, protection or enforcement of any
rights of the Lender in any proceeding under any Debtor Relief Laws. The obligations of the Guarantor under this paragraph shall
survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.


11.     Miscellaneous. The Lender’s books and records
showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding
upon the Guarantor and conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations.
No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by the
Administrative Agent (with approval of the Required Lenders) and the Guarantor. No failure by the Lender to exercise, and no delay
in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, power
or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity. The unenforceability
or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein.
Unless otherwise agreed by the Lender and the Guarantor in writing, this Guaranty is not intended to supersede or otherwise affect
any other guaranty now or hereafter given by the Guarantor for the benefit of the Lender or any term or provision thereof. Capitalized
terms used herein without definition shall have the meaning ascribed to such terms in the Agreement.


12.     Condition of Borrower. The Guarantor acknowledges
and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor
such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as the
Guarantor requires, and that the Lender has no duty, and the Guarantor is not relying on the Lender at any time, to disclose to
the Guarantor any information relating to the business, operations or financial condition of the Borrower or any other guarantor
(the guarantor waiving any duty on the part of the Lender to disclose such information and any defense relating to the failure
to provide the same).


Exhibit G – Page 3

Form of Subsidiary Guaranty




    	 



    	 



    

 


13.     Setoff. If an Event of Default has occurred and is
continuing and if and to the extent any payment is not made when due hereunder, the Lender may setoff and charge from time to time
any amount so due against any or all of the Guarantor’s accounts or deposits with the Lender.


14.     Representations and Warranties. The Guarantor represents
and warrants that (a) it is organized and resident in the United States of America; (b) it is duly organized and in good standing
under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Guaranty, and all
necessary authority has been obtained; (c) this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance
with its terms; (d) the making, existence, and performance of this Guaranty does not and will not violate the provisions of any
applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any
consent under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may
be bound or affected; and (e) all consents, approvals, licenses and authorizations of, and filings and registrations with, any
governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been
obtained or made and are in full force and effect.


15.     GOVERNING LAW; Assignment; Jurisdiction; Notices.
THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Guaranty
shall (a) bind the Guarantor and its successors and assigns, provided that the Guarantor may not assign its rights or obligations
under this Guaranty without the prior written consent of the Lender (and any attempted assignment without such consent shall be
void), and (b) inure to the benefit of the Lender and its successors and permitted assigns under the Agreement. The Guarantor hereby
irrevocably (i) submits to the non exclusive jurisdiction of any United States Federal or State court sitting in the State of New
York, City of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest
extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service of process by the Lender in
connection with such action or proceeding shall be binding on the Guarantor if sent to the Guarantor by registered or certified
mail at its address specified below or such other address as from time to time notified by the Guarantor. The Guarantor agrees
that, subject to the Section 10.07 of the Agreement, the Lender may disclose to any assignee of or participant in, or any prospective
assignee of or participant in, any of its rights or obligations of all or part of the Guaranteed Obligations, any and all information
in the Lender’s possession concerning the Guarantor this Guaranty and any security for this Guaranty. All notices and other
communications to the Guarantor under this Guaranty shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopier to the Guarantor at its address set forth below or at such other address
in the United States as may be specified by the Guarantor in a written notice delivered to the Lender at such office as the Lender
may designate for such purpose from time to time in a written notice to the Guarantor.


16.     WAIVER OF JURY TRIAL; FINAL AGREEMENT. TO THE EXTENT
ALLOWED BY APPLICABLE LAW, THE GUARANTOR AND THE LENDER EACH IRREVOCABLY WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM,
SUIT OR PROCEEDING ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE GUARANTEED OBLIGATIONS. THIS GUARANTY REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


Executed this ___ day of ________________, _____.


[NAME OF THE GUARANTOR]


By:


Name:

Title:

Address:


Exhibit G – Page 4

Form of Subsidiary Guaranty





    	 



    	 



    

EXHIBIT H


CERTIFICATE TO ACCOMPANY REQUEST FOR
CREDIT EXTENSION


 


To:    Bank of America,
N.A., as Administrative Agent


Ladies and Gentlemen:


Reference is made
to that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2014 (as amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein
as therein defined), among Franklin Street Properties Corp. (the “Borrower”), the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.


The undersigned
Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________________________ of Borrower,
and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the
Borrower, and that:


		1.	To the knowledge of the undersigned, no Default or Event of Default exists under the Agreement or
any of the other Loan Documents or would result from such proposed Credit Extension or from the application of the proceeds thereof.







		2.	The representations and warranties of the Borrower contained in Article V of the Agreement
are true and correct in all material respects on and as of the date hereof, except (a) to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (b)
except that (i) the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 refer
to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; and (ii)
the representations and warranties contained in Section 5.13(a) refer to the most recent update to Schedule 5.13(a)
furnished pursuant to Section 6.02(a)(ii), and are true and correct in all material respects as of the effective date of
such update, and (iii) the representations and warranties contained in the first and second sentences of Section 5.21 refer
to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and are true and correct in
all material respects as of the effective date of such update.



 


IN WITNESS WHEREOF,
the undersigned has executed this Certificate as of _______________, _____.


 


 


Exhibit H – Page 1

Certificate to Accompany Request for Credit Extension


    	 



    	 



    

 


	
        BORROWER:

         
	
        Franklin Street Properties Corp.,

        a Maryland corporation

         

         

        By: ________________________________

        Name:

        Title:



 


 


 


 


Exhibit H – Page 2

Certificate to Accompany Request for Credit Extension




    	 



    	 



    

SCHEDULE 1


RELEASED BORROWER ENTITIES


	WHOLLY-OWNED SUBSIDIARIES THAT WERE BORROWERS UNDER THE ORIGINAL CREDIT AGREEMENT, AS OF OCTOBER 29, 2014
	 	 
	Name	Jurisdiction of Organization
	 	 
	FSP 121 South Eighth Street LLC	Delaware
	FSP 1410 East Renner Road LLC	Delaware
	FSP 380 Interlocken Corp.	Delaware
	FSP 390 Interlocken LLC	Delaware
	FSP 4807 Stonecroft Boulevard LLC	Delaware
	FSP 4820 Emperor Boulevard LLC	Delaware
	FSP 909 Davis Street LLC	Delaware
	FSP Addison Circle Corp.	Delaware
	FSP Addison Circle Limited Partnership	Texas
	FSP Addison Circle LLC	Delaware
	FSP Blue Lagoon Drive Corp.	Delaware
	FSP Blue Lagoon Drive LLC	Delaware
	FSP Collins Crossing Corp.	Delaware
	FSP Collins Crossing Limited Partnership	Texas
	FSP Collins Crossing LLC	Delaware
	FSP Dulles Virginia LLC	Delaware
	FSP East Baltimore Street LLC	Delaware
	FSP Eden Bluff Corporate Center I LLC	Delaware
	FSP Eldridge Green Corp.	Delaware
	FSP Eldridge Green Limited Partnership	Texas
	FSP Eldridge Green LLC	Delaware
	FSP Emperor Boulevard Limited Partnership	Delaware
	FSP Forest Park IV LLC	Delaware
	FSP Forest Park IV NC Limited Partnership	North Carolina
	FSP Greenwood Plaza Corp.	Delaware
	FSP Hillview Center Limited Partnership	Massachusetts
	FSP Holdings LLC	Delaware
	FSP Innsbrook Corp.	Delaware


 


Schedule 1 – Page 1

Released Borrower Entities




    	 



    	 



    

 


	FSP Investments LLC	Massachusetts
	FSP Lakeside Crossing I LLC	Delaware
	FSP Legacy Tennyson Center LLC	Delaware
	FSP Liberty Plaza Limited Partnership	Texas
	FSP Montague Business Center Corp.	Delaware
	FSP Northwest Point LLC	Delaware
	FSP One Legacy Circle LLC	Delaware
	FSP One Overton Park LLC	Delaware
	FSP One Ravinia Drive LLC	Delaware
	FSP Park Seneca Limited Partnership	Massachusetts
	FSP Park Ten Development Corp.	Delaware
	FSP Park Ten Development LLC	Delaware
	FSP Park Ten Limited Partnership	Texas
	FSP Park Ten LLC	Delaware
	FSP Park Ten Phase II  Limited Partnership	Texas
	FSP Property Management LLC	Massachusetts
	FSP Protective TRS Corp.	Massachusetts
	FSP River Crossing LLC	Delaware
	FSP Willow Bend Office Center Corp.	Delaware
	FSP Willow Bend Office Center Limited Partnership	Texas
	FSP Willow Bend Office Center LLC	Delaware
	FSP 1001 17th Street LLC	Delaware
	FSP 1999 Broadway LLC	Delaware
	FSP 999 Peachtree Street LLC	Delaware
	FSP Westchase LLC	Delaware
	FSP Southfield Centre Limited Partnership	Massachusetts


 


 


Schedule 1 – Page 2

Released Borrower Entities




    	 



    	 



    

SCHEDULE 2.01


COMMITMENTS

AND APPLICABLE PERCENTAGES


	Lender	Revolver Loan

Commitment	Applicable 

Revolver 

Percentage
	Bank of America, N.A.	$108,333,333.33	21.666666667%
	Bank of Montreal	$ 69,444,444.44	13.888888889%
	Regions Bank	$ 69,444,444.44	13.888888889%
	Citizens Bank, National Association	$ 55,555,555.56	11.111111111%
	BBVA Compass	$ 47,222,222.22	9.444444444%
	PNC Bank, National Association	$ 47,222,222.22 	9.444444444%
	U.S. Bank National Association	$ 33,333,333.33	6.666666667%
	Capital One, N.A.	$ 27,777,777.78	5.555555556%
	TD Bank, N.A.	$ 27,777,777.78	5.555555556%
	Branch Banking and Trust Company	$ 13,888,888.89	2.777777778%
	Total	$500,000,000.00	100.000000000%


 


	Lender	Term Loan 

Commitment	Applicable 

Term Loan 

Percentage
	Bank of America, N.A.	$86,666,666.67	21.666666667%
	Bank of Montreal	$55,555,555.56	13.888888889%
	Regions Bank	$55,555,555.56	13.888888889%
	Citizens Bank, National Association	$44,444,444.44	11.1111111111%
	BBVA Compass	$37,777,777.78	9.444444444%
	PNC Bank, National Association	$37,777,777.78	9.444444444%
	U.S. Bank National Association	$26,666,666.67	6.666666667%
	Capital One, N.A.	$22,222,222.22	5.555555556%
	TD Bank, N.A.	$22,222,222.22	5.555555556%
	Branch Banking and Trust Company	$11,111,111.11	2.777777778%
	Total	$400,000,000.00	100.000000000%


 


 


 


Schedule 2.01 – Page 1

Commitments and Applicable Percentages




    	 



    	 



    

SCHEDULE 5.05


SUPPLEMENT TO INTERIM FINANCIAL STATEMENTS






None


 


 


 


 


Schedule 5.05 – Page 1

Supplement to Interim Financial Statements





    	 



    	 



    

SCHEDULE 5.06


LITIGATION


None


 


 


 


 


Schedule 5.06 – Page 1

Litigation




    	 



    	 



    

SCHEDULE 5.09


ENVIRONMENTAL DISCLOSURE ITEMS






None


 


 


 


 


 


Schedule 5.09 – Page 1

Environmental Disclosure Items




    	 



    	 



    

SCHEDULE 5.12(d)


PENSION PLAN OBLIGATIONS


None


 


 


 


 


Schedule 5.12(d) – Page 1

Pension Plan Obligations





    	 



    	 



    

SCHEDULE 5.13


SUBSIDIARIES; OTHER EQUITY INVESTMENTS








Part (a).     Subsidiaries.


	 	 	 	Jurisdiction of
	 	Name	Form of Entity	Organization
	 	 	 	 
	1	FSP 121 South Eighth Street LLC	limited liability company	Delaware
	2	FSP 1001 17th Street LLC	limited liability company	Delaware
	3	FSP 1999 Broadway LLC	limited liability company	Delaware
	4	FSP 380 Interlocken Corp.	corporation	Delaware
	5	FSP 390 Interlocken LLC	limited liability company	Delaware
	6	FSP 4807 Stonecroft Boulevard LLC	limited liability company	Delaware
	7	FSP 4820 Emperor Boulevard LLC	limited liability company	Delaware
	8	FSP 5010 Street LLC	limited liability company	Delaware
	9	FSP 505 Waterford LLC	limited liability company	Delaware
	10	FSP 801 Marquette Avenue LLC	limited liability company	Delaware
	11	FSP 909 Davis Street LLC	limited liability company	Delaware
	12	FSP 999 Peachtree Street LLC	limited liability company	Delaware
	13	FSP Addison Circle Corp.	corporation	Delaware
	14	FSP Addison Circle Limited Partnership	limited partnership	Texas
	15	FSP Addison Circle LLC	limited liability company	Delaware
	16	FSP Blue Lagoon Drive Corp.	corporation	Delaware
	17	FSP Blue Lagoon Drive LLC	limited liability company	Delaware
	18	FSP Collins Crossing Corp.	corporation	Delaware


 


Schedule 5.13 – Page 1

Subsidiaries; Other Equity Investments




    	 



    	 



    

 


	19	FSP Collins Crossing Limited Partnership	limited partnership	Texas
	20	FSP Collins Crossing LLC	limited liability company	Delaware
	21	FSP Dulles Virginia LLC	limited liability company	Delaware
	22	FSP East Baltimore Street LLC	limited liability company	Delaware
	23	FSP Eden Bluff Corporate Center I LLC	limited liability company	Delaware
	24	FSP Eldridge Green Corp.	corporation	Delaware
	25	FSP Eldridge Green Limited Partnership	limited partnership	Texas
	26	FSP Eldridge Green LLC	limited liability company	Delaware
	27	FSP Emperor Boulevard Limited Partnership	limited partnership	Delaware
	28	FSP Forest Park IV LLC	limited liability company	Delaware
	29	FSP Forest Park IV NC Limited Partnership	limited partnership	North Carolina
	30	FSP GN Dallas LLC	limited liability company	Delaware
	31	FSP Greenwood Plaza Corp.	corporation	Delaware
	32	FSP Hillview Center Limited Partnership	limited partnership	Massachusetts
	33	FSP Holdings LLC	limited liability company	Delaware
	34	FSP Innsbrook Corp.	corporation	Delaware
	35	FSP Investments LLC	limited liability company	Massachusetts
	36	FSP Irving Texas LLC	limited liability company	Delaware
	37	FSP Lakeside Crossing I LLC	limited liability company	Delaware
	38	FSP Legacy Tennyson Center LLC	limited partnership	Texas
	39	FSP Liberty Plaza Limited Partnership	limited partnership	Texas
	40	FSP Montague Business Center Corp.	corporation	Delaware
	41	FSP Northwest Point LLC	limited liability company	Delaware
	42	FSP One Overton Park LLC	limited liability company	Delaware
	43	FSP One Legacy Circle LLC	limited liability company	Delaware
	44	FSP One Ravinia Drive LLC	limited liability company	Delaware
	45	FSP Park Seneca Limited Partnership	limited partnership	Massachusetts


 


Schedule 5.13 – Page 2

Subsidiaries; Other Equity Investments




    	 



    	 



    

 


	46	FSP Park Ten Development Corp.	corporation	Delaware
	47	FSP Park Ten Development LLC	limited liability company	Delaware
	48	FSP Park Ten Limited Partnership	limited partnership	Texas
	49	FSP Park Ten LLC	limited liability company	Delaware
	50	FSP Park Ten Phase II Limited Partnership	limited partnership	Texas
	51	FSP Property Management LLC	limited liability company	Massachusetts
	52	FSP Protective TRS Corp.	corporation	Massachusetts
	53	FSP PT Houston LLC	limited liability company	Delaware
	54	FSP REIT Protective Trust	trust	Massachusetts
	55	FSP River Crossing LLC	limited liability company	Delaware
	56	FSP Westchase  LLC	limited liability company	Delaware
	57	FSP Willow Bend Office Center Corp.	corporation	Delaware
	58	FSP Willow Bend Office Center LLC	limited liability company	Delaware
	59	FSP Willow Bend Office Center Limited Partnership	limited partnership	Texas


 


Part (b).     Sponsored REITs


	 	Sponsored REIT Name	Form of Entity	Organization
	 	 	 	 
	 	FSP 1441 Main Street Corp.	corporation	Delaware
	 	FSP 1441 Main Street LLC	limited liability company	Delaware
	 	FSP 1441 Main Street TRS Corp.	corporation	Delaware
	 	FSP 1441 Main Street Trust	trust	Delaware
	 	FSP 303 East Wacker Drive Corp.	corporation	Delaware
	 	FSP 303 East Wacker Drive LLC	limited liability company	Delaware
	 	FSP 385 Interlocken Development Corp.	corporation	Delaware
	 	FSP 385 Interlocken LLC	limited liability company	Delaware


 


Schedule 5.13 – Page 3

Subsidiaries; Other Equity Investments




    	 



    	 



    

 


	 	FSP 50 South Tenth Street Corp. Liquidating Trust	N/A	N/A
	 	FSP 505 Waterford Corp. Liquidating Trust	N/A	N/A
	 	FSP 5601 Executive Drive Corp. Liquidating Trust	N/A	N/A
	 	FSP Centre Pointe V Corp.	corporation	Delaware
	 	FSP Centre Pointe V LLC	limited liability company	Delaware
	 	FSP Energy Tower I Corp.	corporation	Delaware
	 	FSP Energy Tower I Limited Partnership	limited partnership	Texas
	 	FSP Energy Tower I LLC	limited liability company	Delaware
	 	FSP Galleria North Corp. Liquidating Trust	N/A	N/A
	 	FSP Grand Boulevard Corp.	corporation	Delaware
	 	FSP Grand Boulevard LLC	limited liability company	Delaware
	 	FSP Highland Place I Corp.	corporation	Delaware
	 	FSP Lakeside Crossing II Corp.	corporation	Delaware
	 	FSP Lakeside Crossing II LLC	limited liability company	Delaware
	 	FSP Monument Circle Corp.	corporation	Delaware
	 	FSP Monument Circle LLC	limited liability company	Delaware
	 	FSP Phoenix Tower Corp. Liquidating Trust 	N/A	N/A
	 	FSP Satellite Place Corp.	corporation	Delaware
	 	FSP Union Centre Corp.	corporation	Delaware
	 	FSP Union Centre LLC	limited liability company	Delaware


 


Schedule 5.13 – Page 4

Subsidiaries; Other Equity Investments





    	 



    	 



    

SCHEDULE 5.21


ELIGIBLE UNENCUMBERED PROPERTY POOL
PROPERTIES


	 	Name	City	State	Type	S.F.	CBD & 

Urban Infill	Suburban
	1	FSP Park Seneca	Charlotte	NC	Office	109,674	 	X
	2	FSP Hillview Center	Milpitas	CA	Office	36,288	X	 
	3	FSP Forest Park	Charlotte	NC	Office	62,212	 	X
	4	FSP Centennial Technology Cent	Colorado Springs	CO	Office	110,405	 	X
	5	FSP Willow Bend Office Center	Plano	TX	Office	117,050	 	X
	6	FSP Meadow Point Corp	Chantilly	VA	Office	138,537	 	X
	7	FSP Timberlake	Chesterfield	MO	Office	232,766	 	X
	8	FSP Federal Way	Federal Way	WA	Office	117,010	 	X
	9	FSP Northwest Point	Elk Grove Village	IL	Office	176,848	 	X
	10	FSP Timberlake East	Chesterfield	MO	Office	116,197	 	X
	11	FSP Park Ten LP	Houston	TX	Office	157,460	 	X
	12	FSP Montague Business Center	San Jose	CA	Office	145,951	X	 
	13	FSP Addison Circle Corp.	Addison	TX	Office	293,926	X	 
	14	FSP Collins Crossing Corp.	Richardson	TX	Office	298,766	X	 
	15	FSP Innsbrook Corp	Glen Allen	VA	Office	298,456	 	X
	16	FSP 380 Interlocken Corp	Broomfield	CO	Office	240,184	 	X
	17	FSP Blue Lagoon Drive Corp	Miami	FL	Office	212,619	X	 
	18	FSP Eldridge Green Corp	Houston	TX	Office	248,399	X	 
	19	FSP Greenwood Plaza	Englewood	CO	Office	196,236	X	 
	20	FSP River Crossing	Indianapolis	IN	Office	205,059	X	 
	21	FSP Park Ten Phase II Corp.	Houston	TX	Office	156,746	 	X
	22	Liberty Plaza	Addison	TX	Office	218,934	X	 


 


Schedule 5.21 – Page 1

Eligible Unencumbered Property Pool Properties




    	 



    	 



    

 


	23	One Overton Place	Atlanta	GA	Office	387,267	X	 
	24	390 Interlocken Corp	Broomfield	CO	Office	241,516	 	X
	25	FSP East Baltimore	Baltimore	MD	Office	325,445	X	 
	26	Lakeside Crossing	Sl. Louis	MO	Office	127,778	 	X
	27	Loudoun Tech Center	Dulles	VA	Office	136,658	 	X
	28	Stonecroft-Chantilly	Chantilly	VA	Office	111,469	 	X
	29	Eden Bluff - Eden Prairie	Eden Prairie	MN	Office	153,028	 	X
	30	121 South 8th Street	Minneapolis	MN	Office	475,012	X	 
	31	Emperor Boulevard	Durham	NC	Office	259,531	 	X
	32	Legacy Tennyson Center	Plano	TX	Office	202,600	 	X
	33	One Legacy Circle	Plano	TX	Office	214,110	X	 
	34	909 Davis	Evanston	IL	Office	195,245	X	 
	35	One Ravinia	Atlanta	GA	Office	386,603	X	 
	36	Westchase	Houston	TX	Office	629,025	X	 
	37	FSP 999 Peachtree Street	Atlanta	GA	Office	621,946	X	 
	38	FSP 1999 Broadway	Denver	CO	Office	673,839	X	 
	39	FSP 1001 17th Street	Denver	CO	Office	655,420	X	 


 


Schedule 5.21 – Page 2

Eligible Unencumbered Property Pool Properties




    	 



    	 



    

SCHEDULE 7.02(g)


INVESTMENTS


None


 


 


 


 


 


 


Schedule 7.02(g) – Page 1

Investments




    	 



    	 



    

SCHEDULE 7.08


TRANSACTIONS WITH AFFILIATES


None


 


 


 


 


 


 


Schedule 7.08 – Page 1

Transactions with Affiliates





    	 



    	 



    

SCHEDULE 10.02


ADMINISTRATIVE AGENT’S OFFICE;

CERTAIN ADDRESSES FOR NOTICES


BORROWER:


401 Edgewater Place, Suite 200


Wakefield, Massachusetts 01880-6210


Attention: Chief Financial Officer


Telephone: (781) 557-1300 [(781) 557-1341]


Facsimile: (781) 246-2807


Electronic Mail: jdemeritt@franklinstreetproperties.com


 


With an electronic mail copy to: bfournier@franklinstreetproperties.com,
scarter@franklinstreetproperties.com, gcarter@franklinstreetproperties.com, jdemeritt@franklinstreetproperties.com


 


 


	With a copy to:	WilmerHale
	 	60 State Street
	 	Boston, Massachusetts  02109
	 	Attention:  Kenneth Hoxsie, Esq.
	 	Telephone: (617) 526-6681
	 	Telecopier: (617) 526-6000
	 	Electronic Mail:  kenneth.hoxsie@wilmerhale.com


 


 


 


 


 


 


 


 


 


[Administrative Agent; L/C Issuer and
Swing Line Lender addresses on following page(s)]


 


Schedule 10.02 – Page 1

Administrative Agent’s Office; Certain Addresses for Notices




    	 



    	 



    

ADMINISTRATIVE AGENT:



Administrative Agent’s Office

(for payments and Requests for Borrowings):






Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Gerardine Hawe

Telephone: 617 346-5240

Telecopier : 617 346-4670

Electronic Mail:  gerardine.hawe@baml.com


And


Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Clare M. O’Connor

Telephone: 617 346-0121

Telecopier : 617 346-4670

Electronic Mail:  clare.m.o’connor@baml.com


ABA #0260-0959-3

GL#_______________

Account Name:  GA incoming Wire Account

Reference: Franklin Street Properties/ Obligor #656275

Attn: Gerardine Hawe/ William White


 


Schedule 10.02 – Page 2

Administrative Agent’s Office; Certain Addresses for Notices





    	 



    	 



    

Other Notices as Administrative Agent:

Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Gerardine Hawe

Telephone: 617 346-5240

Telecopier : 617 346-4670

Electronic Mail:  gerardine.hawe@baml.com


And


Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Clare M. O’Connor

Telephone: 617 346-0121

Telecopier : 617 346-4670

Electronic Mail:  clare.m.o’connor@baml.com


	With a copy to:	Goulston & Storrs, PC
	 	400 Atlantic Avenue
	 	Boston, Massachusetts  02110
	 	Attention:  James Lerner, Esq.
	 	Telephone: (617) 574-3525
	 	Telecopier: (617) 574-7607
	 	Electronic Mail:  jlerner@goulstonstorrs.com


 


 


Schedule 10.02 – Page 3

Administrative Agent’s Office; Certain Addresses for Notices




    	 



    	 



    

L/C ISSUER:



Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Gerardine Hawe

Telephone: 617 346-5240

Telecopier : 617 346-4670

Electronic Mail:  gerardine.hawe@baml.com


And


Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Clare M. O’Connor

Telephone: 617 346-0121

Telecopier : 617 346-4670

Electronic Mail:  clare.m.o’connor@baml.com


	With a copy to:	Goulston & Storrs, PC

400 Atlantic Avenue

Boston, Massachusetts 02110

Attention: James Lerner, Esq.

Telephone: (617) 574-3525

Telecopier: (617) 574-7607

Electronic Mail:  jlerner@goulstonstorrs.com



 


Schedule 10.02 – Page 4

Administrative Agent’s Office; Certain Addresses for Notices




    	 



    	 



    

SWING LINE LENDER:



Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Gerardine Hawe

Telephone: 617 346-5240

Telecopier : 617 346-4670

Electronic Mail:  gerardine.hawe@baml.com


And


Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Clare M. O’Connor

Telephone: 617 346-0121

Telecopier : 617 346-4670

Electronic Mail:  clare.m.o’connor@baml.com


ABA #0260-0959-3

GL#_______________

Account Name:  GA incoming Wire Account

Reference: Franklin Street Properties/ Obligor #656275

Attn: Gerardine Hawe/ William White


	With a copy to:	Goulston & Storrs, PC

400 Atlantic Avenue

Boston, Massachusetts 02110

Attention: James Lerner, Esq.

Telephone: (617) 574-3525

Telecopier: (617) 574-7607

Electronic Mail:  jlerner@goulstonstorrs.com



 


Schedule 10.02 – Page 5

Administrative Agent’s Office; Certain Addresses for Notices




    	 



    	 



    

LENDERS:


Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Gerardine Hawe

Telephone: 617 346-5240

Telecopier : 617 346-4670

Electronic Mail:  gerardine.hawe@baml.com


And


Bank of America, N.A.

225 Franklin Street

MA1 225-02-04

Boston, MA 02110

Attn:  Clare M. O’Connor

Telephone: 617 346-0121

Telecopier : 617 346-4670

Electronic Mail:  clare.m.o’connor@baml.com


	With a copy to:	Goulston & Storrs, PC

400 Atlantic Avenue

Boston, Massachusetts 02110

Attention: James Lerner, Esq.

Telephone: (617) 574-3525

Telecopier: (617) 574-7607

Electronic Mail:  jlerner@goulstonstorrs.com



 


Citizens Bank, National Association

28 State Street

Boston, MA 02108

Attn:  Lisa M. Greeley

Telephone: 617 725-5602

Telecopier : 617 725-5695

Electronic Mail:  Lisa.M.Greeley@rbscitizens.com


Compass Bank

8080 N. Central Expy, Ste. 310

Dallas, Texas 75206

Attn:  Katie Morrow

Telephone: 214-360-8856

Telecopier: ___________

Electronic Mail:  Katie.morrow@bbvacompass.com


PNC Bank, National Association

1600 Market Street, 30th Floor

Philadelphia, Pennsylvania 19103

Attn:  Andrew D. Coler

Telephone: 215 585-6068

Telecopier: 215 585-5806

Electronic Mail:  Andrew.coler@pnc.com






Schedule 10.02 – Page 6

Administrative Agent’s Office; Certain Addresses for Notices




    	 



    	 



    

 


Regions Bank

3050 Peachtree Road NW, Suite 400

Atlanta, Georgia 30305

Attn:  Paul E. Burgan

Telephone: 404 995-7648

Telecopier: 404 279-7475

Electronic Mail:  Paul.Burgan@Regions.com


U.S. Bank National Association

One Federal Street, 9th Floor

Boston, Massachusetts 02110

Attn:  David W. Heller

Telephone: 617 603.7657

Telecopier: 617 603.7645

Electronic Mail:  dave.heller@usbank.com






Capital One, N.A.

1680 Capital One Drive, 10th Floor

McLean, Virginia 22102

Attn:  Frederick H. Denecke

Telephone: 703.720.6760

Telecopier: 703.720.2026

Electronic Mail:  Frederick.denecke@capitalone.com


Branch Banking and Trust Company

200 W. Second Street, 16th Floor

Winston Salem, North Carolina 27101

Attn: Ahaz Armstrong

Telephone: 336 733-2575

Telecopier: 336 733-2740

Electronic Mail:  Ahaz.armstrong@bbandt.com


TD Bank, N.A.

200 State Street, 8th Floor

Boston, Massachusetts 02109-2605

Attn:  Scott Wisdom

Telephone: 617.737.3641

Telecopier : 617.737.0238

Electronic Mail:  scott.wisdom@td.com


Bank of Montreal

115 S. LaSalle Street, 35th Floor-West

Chicago, Illinois 60603

Attn: Lloyd Baron

Telephone: 312.461.6812

Telecopier: 312.461.2968

Electronic Mail:   Lloyd.baron@bmo.com


 


Schedule 10.02 – Page 7

Administrative Agent’s Office; Certain Addresses for Notices





    	 



    	 



    

SCHEDULE 10.06(b)(v)


COMPETITORS OF BORROWER


Boston Properties, Inc.


Brandywine Realty Trust


Brookfield Office Properties, Inc.


Camden Property Trust


CB Richard Ellis Group, Inc


CommonWealth REIT


Corporate Office Properties Trust


Douglas Emmett, Inc.


DTC Real Estate


Duke Realty Corporation


Equity Office Management, L.L.C.


Equity Residential


Highwoods Properties, Inc.


Kilroy Realty Corporation


Lexington Realty Trust


Liberty Property Trust


Mack-Cali Realty Corporation


MPG Office Trust, Inc.


Parkway Properties, Inc.


PS Business Parks, Inc.


Simon Property Group Inc.


SL Green Realty Corp.


Stifel Nicolaus & Co.


Vornado Realty Trust


Washington Real Estate Investment Trust


W.P. Carey & Co., LLC


 


 


Schedule 10.06(b)(v) – Page 1

Competitors of Borrower