Exhibit 10.1


 


SECOND
AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) made as of the 3rd day of December, 2021, by and
among GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), GLOBAL NET
LEASE, INC., a Maryland corporation (“REIT”), ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company
(“International Holdco”), ARC GLOBAL II HOLDCO, LLC, a Delaware limited liability company (“Global
II Holdco”), THE PARTIES EXECUTING BELOW AS SUBSIDIARY GUARANTORS (the “Subsidiary Guarantors”; REIT,
International Holdco, Global II Holdco and the Subsidiary Guarantors, collectively the “Guarantors”), KEYBANK NATIONAL
ASSOCIATION (“KeyBank”), individually and as Agent for itself and the other Lenders from time to time a party to
the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”),
and THE OTHER “LENDERS” WHICH ARE SIGNATORIES HERETO (KeyBank and such Lenders hereinafter referred to collectively
as the “Lenders”).


 


W I T N E S S E T H:


 


WHEREAS, Borrower,
Agent and certain of the Lenders entered into that certain First Amended and Restated Credit Agreement dated as of August 1, 2019, as
amended by that certain First Amendment to First Amended and Restated Credit Agreement dated as of December 31, 2019 (collectively, the
 “Credit Agreement”); and


 


WHEREAS, Borrower,
the Agent and the Lenders have agreed to make certain modifications to the terms of the Credit Agreement subject to the execution and
delivery by the parties of this Amendment.


 


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


 


1.             Definitions.
All the terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement (as modified
and amended by this Amendment).


 


2.             Modification of the Credit Agreement. Borrower, the Lenders and Agent do hereby modify and amend the Credit Agreement as
follows:


 


(a)             By deleting in its entirety the definition of “Alternate Rate” appearing in §1.1 of the Credit Agreement, and
inserting in lieu thereof the following new definition:


 


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


 



    


     


    

 





(b)           By inserting the following parenthetical into the definition of “Approved Foreign Country” appearing in §1.1 of
the Credit Agreement immediately after the words “United Kingdom” in the last line of said definition: “(including the
island of Guernsey)”;


 


(c)           By deleting in its entirety the definition of “Bail-In Action” appearing in §1.1 of the Credit Agreement, and
inserting in lieu thereof the following new definition:


 


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


 


(d)           By deleting in its entirety the definition of “Bail-In Legislation” appearing in §1.1 of the Credit Agreement,
and inserting in lieu thereof the following new definition:


 


“Bail-In
Legislation. (a) With respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended
from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing
banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency
proceedings).”;


 


(e)           By deleting in its entirety the definition of “Interest Payment Date” appearing in §1.1 of the Credit Agreement,
and inserting in lieu thereof the following new definition:


 


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


 


(f)            By inserting the following at the end of the definition of “Interest Period” appearing in §1.1 of the Credit Agreement:


 


“Notwithstanding
anything to the contrary contained herein, from and after December 31, 2021, Interest Periods consisting of seven (7) days or two (2)
months shall no longer be available under this Agreement for Loans bearing interest calculated by reference to USD LIBOR.”;


 



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(g)           By deleting in its entirety clause (A) of the definition of “LIBOR” appearing in §1.1 of the Credit Agreement,
and inserting in lieu thereof the following: “(A) For any LIBOR Rate Loan denominated in any Currency other than Canadian Dollars
or Euro, for any Interest Period, the LIBO Rate,”;


 


(h)           By deleting in its entirety the definition of “LIBOR Termination Date” appearing in §1.1 of the Credit Agreement;


 


(i)            By inserting the following new sentence at the end of the definition of “Obligations” appearing in §1.1 of the
Credit Agreement:


 


“Without
limiting any of the foregoing, the Obligations shall include the Borrower’s or any Guarantor’s obligations to pay, discharge
and satisfy any Erroneous Payment Subrogation Rights.”;


 


(j)            By deleting in its entirety the definition of “Write-Down and Conversion Powers” appearing in §1.1 of the Credit
Agreement, and inserting in lieu thereof the following new definition:


 


“Write-Down
and Conversion Powers. (a) With respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.”;


 


(k)           By inserting the following new definition in §1.1 of the Credit Agreement, in appropriate alphabetical order:


 


“Affected
Financial Institution. Any (a) EEA Financial Institution or (b) UK Financial Institution.”;


 


“Available
Tenor. As of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark
is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise,
any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.”;


 



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“Benchmark.
Initially, each Relevant Rate; provided that if a replacement of the Benchmark has occurred pursuant to §4.16, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference
to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.”;


 


“Benchmark
Replacement. For any Available Tenor:


 


(1)       for
purposes of clause (a) of §4.16, the first alternative for Loans denominated in the applicable Currency (other than Canadian Dollar)
set forth below that can be determined by the Agent for the applicable Benchmark; provided, that, with respect to any Loan denominated
in Canadian Dollars, “Benchmark Replacement” shall mean the alternative set forth in clause (2) below:


 


(a)      in
the case of Loans denominated in US Dollars,


 


(x)      the
sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis
points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’
duration; provided, that, if the Borrower has provided a notification to the Agent in writing on or prior the date on which the Benchmark
Replacement will become effective that Borrower has a Derivatives Contract in place with respect to any of the Loans as of the date of
such notice (which such notification the Agent shall be entitled to rely upon and shall have no duty or obligation to ascertain the correctness
or completeness of), then the Agent will not determine the Benchmark Replacement pursuant to this clause (1)(a)(x) for such Benchmark
Transition Event or Early Opt-In Election, as applicable; or


 


(y)      the
sum of: (i) Daily Simple SOFR and (ii) the spread adjustment for an Available Tenor of one-month’s duration (0.11448% (11.448 basis
points));


 


provided, however,
that if an Early Opt-In Election has been made, the Benchmark Replacement will be the benchmark selected in connection with such Early
Opt-In Election;


 


(b)      in
the case of Loans denominated in Sterling, the sum of (i) Daily Compounded SONIA and (ii) the related Benchmark Replacement Adjustment;


 


(c)       in
the case of Loans denominated in Euro,


 



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(x)      the
sum of (i) Term ESTR and (ii) the related Benchmark Replacement Adjustment; or


 


(y)     the sum
of (i) Daily Simple ESTR and (ii) the related Benchmark Replacement Adjustment; and


 


(d)     in
the case of Loans denominated in Swiss Francs, the sum of (i) Daily Simple SARON and (ii) the related Benchmark Replacement Adjustment;
or


 


(2)     for
purposes of clause (b) of §4.16 and for any Loan denominated in Canadian Dollars, the sum of: (a) the alternate benchmark rate selected
by the Agent as the replacement for the relevant then-current Benchmark for the applicable Corresponding Tenor giving due consideration
to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the relevant then-current
Benchmark for syndicated credit facilities denominated in the applicable Currency at such time and (b) the related Benchmark Replacement
Adjustment;


 


provided that,
if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for all purposes of this Agreement and the other Loan Documents.”;


 


“Benchmark
Replacement Adjustment. With respect to any replacement of a then-current Benchmark with an Unadjusted Benchmark Replacement for any
applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)       for
purposes of sub-clauses (b), (c) and (d) of clause (1) of the definition of “Benchmark Replacement,” the first alternative
set forth in the order below that can be determined by the Agent:


 


(a)       the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b) the spread
adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such
Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon
an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 



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(2) for purposes
of clause (2) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining
such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Borrower for the
applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the
Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark
Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time;


 


provided that,
in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement
Adjustment from time to time as selected by the Agent in its reasonable discretion.


 


“Benchmark
Replacement Conforming Changes. With respect to any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the definition of “Alternate Rate”, the definition of “Base Rate,” the definition of “Business
Day ,” the definition of “LIBOR Business Day ,” the definition of “Interest Period,” timing and frequency
of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,
the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational
matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit
the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption
of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration
of such Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection
with the administration of this Agreement and the other Loan Documents).”;


 


“Benchmark
Transition Event. With respect to any then-current Benchmark (other than the LIBO Rate), the occurrence of a public statement or publication
of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of
such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating
that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of
the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.”;


 



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“Corresponding
Tenor. With respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period
having approximately the same length (disregarding business day adjustment) as such Available Tenor”;


 


“Daily
Compounded SONIA. SONIA for each Business Day during the Corresponding Tenor compounded or aggregated in arrears by the Lender using
such calculation methodologies and conventions for this rate as the Agent determines are appropriate (which shall include a 5 Business
Day lookback), giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations
made by the Relevant Governmental Body for determining “Daily Compounded SONIA” for business loans; provided that, if the
Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention
in its reasonable discretion.”;


 


“Daily
Simple ESTR. For any day, ESTR, with the conventions for this rate (which may include a lookback) being established by the Agent in
accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple
ESTR” for business loans; provided that, if the Agent decides that any such convention is not administratively feasible for the
Agent, then the Agent may establish another convention in its reasonable discretion.”;


 


“Daily
Simple SARON. For any day, SARON, with the conventions for this rate (which may include a lookback) being established by the Agent
in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily
Simple SARON” for business loans; provided that, if the Agent decides that any such convention is not administratively feasible
for the Agent, then the Agent may establish another convention in its reasonable discretion.”;


 



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“Daily
Simple SOFR. For any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Agent
in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR”
for syndicated business loans; provided, that if the Agent decides that any such convention is not administratively feasible for the Agent,
then the Agent may establish another convention in its reasonable discretion.”;


 


“Early
Opt-In Effective Date. With respect to any Early Opt-In Election, the sixth (6th) Business Day after the date notice of
such Early Opt-In Election is provided to the Lenders, so long as the Agent has not received, by 5:00 p.m. (New York City time) on the
fifth (5th) Business Day after the date notice of such Early Opt-In Election is provided to the Lenders, written notice of objection to
such Early Opt-In Election from Lenders comprising the Majority Lenders.”;


 


“Early
Opt-In Election. The occurrence of:


 


(1)       a
notification by the Agent to (or the request by the Borrower to the Agent to notify) each of the other parties hereto that at least five
currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally
executed) either a SOFR-based rate (including SOFR, a Term SOFR or any other rate based upon SOFR) as a benchmark rate or an alternate
benchmark interest rate to replace USD LIBOR (and such syndicated credit facilities are identified in such notice and are publicly available
for review), and


 


(2)       the
joint election by the Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Agent of written notice of
such election to the Lenders.”


 


“Erroneous
Payment. See §14.16(a).”;


 


“Erroneous
Payment Deficiency Assignment. See §14.16(d)(i).”;


 


“Erroneous
Payment Impacted Class. See §14.16(d)(i).”;


 


“Erroneous
Payment Return Deficiency. See §14.16(d)(i).”;


 


“Erroneous
Payment Subrogation Rights. See §14.16(e).”;


 


“ESTR.
With respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day published by the ESTR Administrator
on the ESTR Administrator’s Website.”


 


“ESTR
Administrator. The European Central Bank (or any successor administrator of the Euro Short Term Rate).”;


 



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“ESTR
Administrator’s Website. The European Central Bank’s website, currently at http://www.ecb.europa.eu, or any successor
source for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.”;


 


“Floor.
The benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) with respect to each Relevant Rate.”;


 


“ISDA
Definitions. The 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.”;


 


“LIBO
Rate. The London interbank offered rate administered by ICE Benchmark Administration Limited (or any other Person which takes over
the administration of that rate) for such Currency and having a maturity approximately equal to the requested Interest Period displayed
on pages LIBOR01 or LIBOR02 of the Reuters screen (or any successor service, or if such Person no longer reports such rate as determined
by the Agent, by another commercially available source providing such quotations approved by the Agent) at approximately 11:00 a.m. (London
time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period.”;


 


“Payment
Recipient. See §14.16(a).”;


 


“Relevant
Governmental Body. (i) With respect to a Benchmark Replacement in respect of Loans denominated in US Dollars, the Federal Reserve
Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case,
any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England,
or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto, (iii) with respect to a
Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened
by the European Central Bank or, in each case, any successor thereto, (iv) with respect to a Benchmark Replacement in respect of Loans
denominated in Swiss Francs, the Swiss National Bank, or a committee officially endorsed or convened by the Swiss National Bank or, in
each case, any successor thereto, and (v) with respect to a Benchmark Replacement in respect of Loans denominated in any Currency other
than the Currencies specified in clauses (i) through (iv) above, (a) the central bank for such Currency in which such Benchmark Replacement
is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2)
the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central
bank for the Currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible
for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central
banks or other supervisors or (4) the Financial Stability Board or any part thereof.”;


 



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“Relevant
Rate. (i) with respect to any LIBOR Rate Loan denominated in any Currency other than Canadian Dollars or Euro, the LIBO Rate, (ii)
with respect to any LIBOR Rate Loan denominated in Euros, the EURIBOR Rate, and (iii) with respect to any Borrowing denominated in Canadian
Dollars, the Canadian CDOR Rate, as applicable.”;


 


“Resolution
Authority. An EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.”;


 


“SARON.
With respect to any Business Day, a rate per annum equal to the Swiss Average Rate Overnight for such Business Day published by the SARON
Administrator on the SARON Administrator’s Website.”;


 


“SARON
Administrator. SIX Swiss Exchange AG (or any successor administrator of the Swiss Average Rate Overnight).”;


 


“SARON
Administrator’s Website. SIX Swiss Exchange AG’s website, currently at https://www.six-group.com, or any successor source
for the Swiss Average Rate Overnight identified as such by the SARON Administrator from time to time.”;


 


“SOFR.
For any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve
Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of
New York, currently at http://www.newyorkfed.org. (or any successor source for the secured overnight financing rate identified as such
by the administrator of the secured overnight financing rate from time to time), on the immediately succeeding Business Day.”;


 


“SONIA.
With respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the
SONIA Administrator on the SONIA Administrator’s Website.”;


 


“SONIA
Administrator. The Bank of England (or any successor administrator of the Sterling Overnight Index Average).”;


 



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“SONIA
Administrator’s Website. The Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor
source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.”;


 


“Term
ESTR. For the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on ESTR that
has been selected or recommended by the Relevant Governmental Body.”;


 


“Term
SOFR. For the applicable Corresponding Tenor, the forward-looking term rate based on SOFR that has been selected or recommended by
the Relevant Governmental Body.”;


 


“UK Financial
Institution. Any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the
United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time)
promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain
affiliates of such credit institutions or investment firms.”;


 


“UK Resolution
Authority. The Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial
Institution.”;


 


“Unadjusted
Benchmark Replacement. The applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.”; and


 


“USD
LIBOR. The London interbank offered rate for Dollars.”;


 


(l)            By deleting in its entirety §1.3(e) of the Credit Agreement and inserting in lieu thereof the following new §1.3(e):


 


“(e)The
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission
or any other matter related to LIBOR or with respect to any alternative or successor benchmark thereto, or replacement rate therefor or
thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference
rate, as it may or may not be adjusted pursuant to §4.16, will be similar to, or produce the same value or economic equivalence of,
LIBOR or any other benchmark or have the same volume or liquidity as did LIBOR or any other benchmark rate prior to its discontinuance
or unavailability. Any determination by the Agent under this section shall be conclusive absent manifest error.”


 



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(m)          By deleting the word “In” appearing at the beginning of §4.5, and inserting in lieu thereof the words: “Subject
to §4.16, in”; and


 


(n)           By deleting in its entirety §4.16 of the Credit Agreement, and inserting in lieu thereof the following new §4.16:


 


“4.16       Successor
LIBOR Rate.


 


(a)       Replacing
LIBO Rate; EURIBOR. On March 5, 2021 ICE Benchmark Administration (“IBA”), the entity that calculates and publishes the
LIBO Rate, and the U.K. Financial Conduct Authority (“FCA”), the regulatory supervisor of IBA, made public statements regarding
the future cessation of the LIBO Rate. According to the FCA, IBA will permanently cease publication of (i) all Sterling (GBP), Euro (EUR),
Swiss Franc (CHF) and Japanese Yen (JPY) LIBO Rate settings, and the 1-week and 2-month USD LIBOR settings following the publication of
such settings on December 31, 2021, and (ii) the overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR settings, immediately
following the publication of such settings on June 30, 2023. As a consequence, (x) on January 1, 2022, each applicable Benchmark Replacement
will replace all LIBO Rate settings for any Loans denominated in Sterling and Swiss Francs hereunder, and any option to select 1-week
or 2-month USD LIBOR will no longer be available and (y) on the earliest of (i) July 1, 2023, (ii) the date that all Available Tenors
of USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public
statement or publication of information to be no longer representative and (iii) the Early Opt-In Effective Date, with respect to Loans
denominated in US Dollars, if the then-current Benchmark is USD LIBOR, the applicable Benchmark Replacement will replace such Benchmark,
in the case of both clauses (x) and (y), for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark
on such day and all subsequent settings without any amendment to, or further action by or consent of any other party to, this Agreement
or any other Loan Document. Notwithstanding anything to the contrary contained herein, if the Benchmark Replacement for Loans denominated
in Dollars, Sterling, Euro or Swiss Franc is Daily Simple SOFR, Daily Compounded SONIA, Daily Simple ESTR or Daily Simple SARON, respectively,
all interest payments in respect of such Loans will be payable on a monthly basis.


 


(b)       Replacing
Other Benchmarks. If any Benchmark Transition Event occurs after the date hereof (other than as described above in clause (a)) with
respect to any Benchmark, the applicable Benchmark will be replaced with the applicable Benchmark Replacement for all purposes hereunder
and under any Loan Document in respect of any Benchmark setting on the later of (i) 5:00 p.m. (New York City time) on the fifth (5th)
Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower or (ii) such other date as
may be determined by the Agent, in each case, without any further action or consent of any other party to this Agreement or any other
Loan Document, so long as the Agent has not received, by such time (or, in the case of clause (ii) above, such time as may be specified
by the Agent as a deadline to receive objections, but in any case, no less than five (5) Business Days after the date such notice is provided
to the Lenders and the Borrower), written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders;
provided, however, that in the event the then-current Benchmark with respect to Dollar-denominated Loans is not a SOFR-based rate, then
the Benchmark Replacement shall be determined in accordance with clause (1)(a) of the definition of “Benchmark Replacement”
unless the Agent has determined that neither of such alternative rates is available. At any time that the administrator of any then-current
Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor
for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the
underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the
Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would
bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Agent that a Benchmark Replacement
has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing
of or conversion to (x) for Loans denominated in Dollars, Base Rate Loans, and (y) for Loans denominated in any Alternative Currency,
the Alternate Rate. During the period referenced in the foregoing sentence, the component of Base Rate based upon the applicable Benchmark
will not be used in any determination of Base Rate.


 



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(c)       Benchmark
Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement (whether in connection
with the replacement of the LIBOR or any future Benchmark), the Agent will have the right to make Benchmark Replacement Conforming Changes
from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such
Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement
or any other Loan Document.


 


(d)       Notices;
Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (i) the implementation
of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or
election that may be made by the Agent pursuant to this §4.16 including, without limitation, any determination with respect to a
tenor, rate or adjustment, or implementation of any Benchmark Replacement Conforming Changes, the timing of implementation of any Benchmark
Replacement or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any
action, will be conclusive and binding on all parties hereto absent manifest error and may be made in its sole discretion and without
consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this
 §4.16, and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby
waived individually by each party hereto.


 



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(e)       Unavailability
of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if a then-current
Benchmark is a term rate (including Term SOFR, Term ESTR, or USD LIBOR, or any alternate rate selected in an Early Opt-In Election), then
the Agent may remove any tenor of such Benchmark that is unavailable or non-representative for such Benchmark (including any Benchmark
Replacement) settings and (ii) if such tenor becomes available or representative, the Agent may reinstate any previously removed tenor
for such Benchmark (including any Benchmark Replacement) settings.”


 


(o)       By inserting the following new §14.16 into the Credit Agreement:


 


“§14.16     Erroneous
Payments.


 


(a)       If
the Agent (x) notifies a Lender, Issuing Lender or any Person who has received funds on behalf of a Lender or Issuing Lender (any such
Lender, Issuing Lender or other recipient, a “Payment Recipient”) that the Agent has determined in its sole discretion (whether
or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Agent)
received by such Payment Recipient from the Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise
erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Lender or other Payment Recipient
on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution
or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous
Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment
as contemplated below in this §14.16(a) and held in trust for the benefit of the Agent, and such Lender or Issuing Lender shall (or,
with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no
event later than two (2) Business Days thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return
to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the
currency so received), together with interest thereon (except to the extent waived in writing by the Agent) in respect of each day from
and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid
to the Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with
banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this
clause (a) shall be conclusive, absent manifest error.


 



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(b)       Without
limiting immediately preceding clause (a), each Lender, Issuing Lender or any Person who has received funds on behalf of a Lender or Issuing
Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment
of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in a different amount than,
or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Agent (or
any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of
payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuing Lender or other such recipient,
otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:


 


(i)       it
acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have
been made (absent written confirmation from the Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately
preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and


 


(ii)       such
Lender or Issuing Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in
all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding
clauses (x), (y) and (z)) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable
detail) and that it is so notifying the Agent pursuant to this §14.16(b).


 


For the avoidance
of doubt, the failure to deliver a notice to the Agent pursuant to this §14.16(b) shall not have any effect on a Payment Recipient’s
obligations pursuant to §14.16(a) or on whether or not an Erroneous Payment has been made.


 



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(c)       Each
Lender or Issuing Lender hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender or
Issuing Lender under any Loan Document, or otherwise payable or distributable by the Agent to such Lender or Issuing Lender under any
Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Agent has demanded
to be returned under immediately preceding clause (a).


 


(d)(i)In the
event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor in accordance
with immediately preceding clause (a), from any Lender or Issuing Lender that has received such Erroneous Payment (or portion thereof)
(and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered
amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender or Issuing Lender at any time,
then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender or Issuing Lender
shall be deemed to have assigned its Loans (but not its Commitments) of the relevant class of Loans with respect to which such Erroneous
Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or
such lesser amount as the Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class,
the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and
unpaid interest (with the assignment fee to be waived by the Agent in such instance)), and is hereby (together with the Borrower) deemed
to execute and deliver an Assignment and Acceptance Agreement (or, to the extent applicable, an agreement incorporating an Assignment
and Acceptance Agreement by reference pursuant to an approved electronic platform as to which the Agent and such parties are participants)
with respect to such Erroneous Payment Deficiency Assignment, and such Lender or Issuing Lender shall deliver any Notes evidencing such
Loans to the Borrower or the Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the
foregoing assignment), (B) the Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment,
(C) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender or Issuing Lender, as applicable, hereunder with
respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Lender shall cease to be a Lender
or Issuing Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance
of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as
to such assigning Lender or assigning Issuing Lender, (D) the Agent and the Borrower shall each be deemed to have waived any consent required
under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Agent will reflect in the Register its ownership
interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency
Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this
Agreement.


 



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(ii)       Subject
to §18.1 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)),
the Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the
proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Lender shall be reduced by the
net proceeds of the sale of such Loan (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such
Lender or Issuing Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment
Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest,
or other distribution in respect of principal and interest, received by the Agent on or with respect to any such Loans acquired from such
Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Agent) and (y)
may, in the sole discretion of the Agent, be reduced by any amount specified by the Agent in writing to the applicable Lender from time
to time.


 


(e)       The
parties hereto agree that (x) irrespective of whether the Agent may be equitably subrogated, in the event that an Erroneous Payment (or
portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason,
the Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who
has received funds on behalf of a Lender or an Issuing Lender, to the rights and interests of such Lender or Issuing Lender, as the case
may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that,
the Borrower’s and Guarantors’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights
shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Agent under an Erroneous Payment Deficiency
Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower
or any Guarantor; provided that this §14.16(e) shall not be interpreted to increase (or accelerate the due date for) or have the
effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment)
of the Obligations that would have been payable had such Erroneous Payment not been made by the Agent; provided, further, that for the
avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely
with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from the Borrower or any Guarantor
for the purpose of making such Erroneous Payment.


 



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(f)      To
the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for
value” or any similar doctrine.


 


(g)       Each
party’s obligations, agreements and waivers under this §14.16 shall survive the resignation or replacement of the Agent, any
transfer of rights or obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments and/or the
repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.”


 


(p)       By deleting in its entirety §34 of the Credit Agreement and inserting in lieu thereof the following new §34:


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


3.             References to Loan Documents. All references in the Loan Documents to the Credit Agreement shall be deemed a reference to
the Credit Agreement as modified and amended herein.


 


4.             Consent and Acknowledgment of Borrower and Guarantors. By execution of this Amendment, the Guarantors hereby expressly consent
to the modifications and amendments relating to the Credit Agreement as set forth herein and any other agreements or instruments executed
in connection herewith, and Borrower and Guarantors hereby acknowledge, represent and agree that (a) the Credit Agreement, as modified
and amended herein, and the other Loan Documents remains in full force and effect and constitutes the valid and legally binding obligation
of Borrower and Guarantors, as applicable, enforceable against such Persons in accordance with their respective terms, (b) that the Guaranty
extends to and applies to the Credit Agreement as modified and amended herein, and (c) that the execution and delivery of this Amendment
and any other agreements or instruments executed in connection herewith does not constitute, and shall not be deemed to constitute, a
release, waiver or satisfaction of Borrower’s or any Guarantor’s obligations under the Loan Documents.


 


5.             Representations and Warranties. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows:


 


(a)              
Authorization. The execution, delivery and performance of this Amendment and any other agreements or instruments executed
in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii)
have been duly authorized by all necessary proceedings on the part of the Borrower and Guarantors, (iii) do not and will not conflict
with or result in any breach or contravention of any provision of law, statute, rule or regulation to which Borrower or any Guarantor
is subject or any judgment, order, writ, injunction, license or permit applicable to Borrower or any Guarantor, (iv) do not and will not
conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership
agreement, articles of incorporation or other charter documents or bylaws of, or any agreement or other instrument binding upon, Borrower
or any Guarantor or any of their respective properties, (v) do not and will not result in or require the imposition of any lien or other
encumbrance on any of the properties, assets or rights of Borrower or any Guarantor, other than those in favor of Agent, on behalf of
itself and the other Lenders, pursuant to the Loan Documents, and (vi) do not require the approval or consent of any Person other than
those already obtained and delivered to the Agent.


 


(b)              
Enforceability. This Amendment and any other agreements or instruments executed in connection herewith to which Borrower
or any Guarantor is a party are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the
respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.


 



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(c)              
Governmental Approvals. The execution, delivery and performance of this Amendment and any other agreements or instruments
executed in connection herewith and the transactions contemplated hereby and thereby do not require the approval or consent of, or any
filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or authority other than
those already obtained, and filings after the date hereof of disclosures with the SEC, or as may be required hereafter with respect to
tenant improvements, repairs or other work with respect to any Real Estate.


 


(d)              
Reaffirmation of Representations and Warranties. Each of the representations and warranties made by or on behalf of the
Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any
document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is true and correct in all material
respects as of the date hereof, with the same effect as if made at and as of the date hereof, except to the extent of changes resulting
from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty
which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date).
To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document
or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by “Material Adverse
Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in this Paragraph
5(d) shall not apply with respect to any such representations and warranties.


 


6.             No Default. By execution hereof, the Borrower and the Guarantors certify that, immediately after giving effect to this Amendment,
there exists no Default or Event of Default as of the date of this Amendment.


 


7.             Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that none of such Persons has any defenses, setoffs,
claims, counterclaims or causes of action of any kind or nature whatsoever arising on or before the date hereof with respect to the Loan
Documents, the administration or funding of the Loan or the Letters of Credit or with respect to any acts or omissions of Agent or any
Lender, or any past or present officers, agents or employees of Agent or any Lender pursuant to or relating to the Loan Documents, and
each of such Persons does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and
causes of action arising on or before the date hereof, if any.


 


8.             Ratification. Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement remain unaltered
and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Credit Agreement as modified and amended
herein. Nothing in this Amendment or any other document delivered in connection herewith shall be deemed or construed to constitute, and
there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness
evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents.


 



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9.             Effective Date. This Amendment shall be deemed effective and in full force and effect (the “Effective Date”)
upon confirmation by the Agent of the satisfaction of the following conditions:


 


(a)              
the execution and delivery of this Amendment by Borrower, Guarantors, Agent and the Majority Lenders;


 


(b)              
receipt by Agent of evidence that the Borrower shall have paid all fees due and payable with respect to this Amendment;


 


(c)              
receipt by Agent of such other resolutions, certificates, documents, instruments and agreements as the Agent may reasonably request;
and


 


(d)              
the Borrower shall have paid the reasonable fees and expenses of Agent in connection with this Amendment.


 


10.           Amendment as Loan Document. This Amendment shall constitute a Loan Document.


 


11.           Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the
same agreement.


 


12.           MISCELLANEOUS. THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties
hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement.


 


13.           Electronic Signatures. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or as an attachment
to an electronic mail message in .pdf, .jpeg, .TIFF or similar electronic format shall be effective as delivery of a manually executed
counterpart of this Amendment for all purposes. The words “execution,” “signed,” “signature,” “delivery,”
and words of like import in or relating to this Amendment and any other Loan Document to be signed in connection with this Amendment,
the other Loan Documents and the transactions contemplated hereby and thereby shall be deemed to include Electronic Signatures, deliveries
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as manually
executed signature, physical delivery thereof 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
nothing herein shall require the Agent to accept electronic signatures in any form or format without its prior written consent. For the
purposes hereof, “Electronic Signatures” means an electronic sound, symbol, or process attached to, or associated with, a
contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. Each of the
parties hereto represents and warrants to the other parties hereto that it has the corporate capacity and authority to execute this Amendment
through electronic means and there are no restrictions for doing so in that party’s constitutive documents. Without limiting the
generality of the foregoing, the Borrower hereby (i) agrees that, for all purposes, including without limitation, in connection with any
workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among any of the Agent or the Lenders and any of
the Borrower or Guarantors, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any
signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument,
defense or right to contest the validity or enforceability of any Loan Document based solely on the lack of paper original copies of such
Loan Document, including with respect to any signature pages thereto.


 


[Signatures Begin On Next Page]


 






    21


     


    







 


IN WITNESS WHEREOF,
the parties hereto have hereto set their hands and affixed their seals as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	GLOBAL NET LEASE OPERATING
	 	PARTNERSHIP, L.P., a Delaware limited partnership
	 	 	 	 
	 	By:	GLOBAL NET LEASE, INC., a Maryland corporation, its general partner
		 	 
	 	 	By:	/s/ Christopher Masterson
	 	 	Name:  	Christopher Masterson
	 	 	Title: 	Chief Financial Officer, Secretary and Treasurer
	 	 	 	 
	 	 	 	 
	 	REIT:	 	 
	 	 	 	 
	 	GLOBAL NET LEASE, INC., a Maryland corporation
	 	 	 	 
	 	By:	/s/ Christopher Masterson
	 	Name:  	Christopher Masterson
	 	Title:	Chief Financial Officer, Secretary and Treasurer
	 	 	 	 
	 	 	 	 
	 	INTERNATIONAL HOLDCO:
	 	 	 	 
	 	ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company
	 	 	 	 
	 	By: 	/s/ Michael Anderson
	 	Name:  	Michael Anderson
	 	Title:	Authorized Signatory
	 	 	 	 
	 	 	 	 
	 	GLOBAL II HOLDCO:
	 	 	 	 
	 	ARC GLOBAL II HOLDCO, LLC, a Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Michael Anderson
	 	Name:  	Michael Anderson
	 	Title:	Authorized Signatory


 





[Signatures Continue on Following Page]


 


KeyBank/Global Net Lease Operating Partnership,
L.P.


Signature Page to Second Amendment to First
Amended and Restated Credit Agreement


 



    


     


    







 


	 	
    SUBSIDIARY GUARANTORS:

     

	 	
    ARC GSFRNTN001, LLC,

    ARC TFDPTIA001, LLC,

    ARC NOWILND001, LLC,

    ARC GSDVRDE001, LLC,

    ARC GSGTNPA001, LLC,

    ARC GSMSSTX001, LLC,

    ARC GSDALTX001, LLC,

    ARC NOPLNTX001, LLC,

    ARC DRINDIN001, LLC,

    ARC VALWDCO001, LLC,

    ARC GBLMESA001, LLC,

    ARC FEAMOTX001, LLC,

    ARC FECPEMA001, LLC,

    ARC WNBRNMO001, LLC,

    ARC VCLIVMI001, LLC,

    ARC CTFTMSC001, LLC,

    ARC TFKMZMI001, LLC,

    ARC SWWSVOH001, LLC,

    ARC WMWSLNC001, LLC,

    ARC SANPLFL001, LLC,

    ARC FEWNAMN001, LLC,

    ARC DG40PCK001, LLC,

    ARC FEWTRNY001, LLC,

    ARC KUSTHMI001, LLC,

    ARC FELEXKY001, LLC,

    ARC GECINOH001, LLC, and

    ARC DNDUBOH001, LLC, each a Delaware limited
    liability company

    

    



 


 


	 	By:	/s/ Michael Anderson
	 	Name:  	Michael Anderson
	 	Title:	Authorized Signatory



 


[Signatures Continue on Following Page]


 


KeyBank/Global Net Lease Operating Partnership,
L.P.


Signature Page to Second Amendment to First
Amended and Restated Credit Agreement


 



    


     


    






 


	 	
    ARC OGHDGMD001, LLC,

    ARC FSMCHIL001, LLC,

    ARC FEBILMA001, LLC,

    ARC AMWCHKS001, LLC,

    ARC FESALUT001, LLC,

    ARC CGJNSMI001, LLC;

    ARC CGFRSMI001, LLC,

    ARC FEPIESD001, LLC,

    ARC GSFFDME001, LLC,

    ARC GSRNGME001, LLC,

    ARC GSRPCSD001, LLC,

    ARC TRLIVMI001, LLC,

    ARC FEHBRKY001, LLC,

    ARC CGMARSC001, LLC,

    ARC CGLGNIN001, LLC,

    ARC JTCHATN001, LLC,

    ARC JTCHATN002, LLC,

    ARC BHSBDIN001, LLC,

    ARC HLHSNTX001, LLC,

    ARC FEMANMN001, LLC,

    ARC GSRTNNM001, LLC,

    ARG CBSKSMO001, LLC,

    ARC ODVLONET001, LLC

    ARG VAGNVFL001, LLC,

    ARG LSWYGMI001, LLC,

    ARG LSCHIIL001, LLC,

    ARG LSCHIIL002, LLC,

    ARG LSCHIIL003, LLC, each a Delaware limited
    liability company

    

    



 


 





	 	By:	/s/ Michael Anderson
	 	Name:  	Michael Anderson
	 	Title:	Authorized Signatory


 


[Signatures Continue on Following Page]


 


KeyBank/Global Net Lease Operating Partnership,
L.P.


Signature Page to Second Amendment to First
Amended and Restated Credit Agreement


 



    


     


    






 


	 	
    ARG CSBLVMI001, LLC,

    ARG CSHMDIN001, LLC,

    ARG CSLIVMI001, LLC,

    ARG CSTWBOH001, LLC,

    ARG CSWYGMI001, LLC,

    ARG FCSTHMI001, LLC,

    ARG DPSPNIA001, LLC,

    ARC FEGBRNC001, LLC,

    ARG NIGTNMA001, LLC,

    ARG LKCLLAL001, LLC,

    ARG GASTNMI001, LLC,

    ARG WGPTBPA001, LLC,

    ARG VFKCYKS001, LLC,

    ARG SNCSPCO001, LLC

    ARG CFSRSLB001, LLC,

    ARG CFSRSLB002, LLC,

    ARG VSSRACA001, LLC,

    ARG VSSRACA002, LLC,

    ARC WHAMSNE001, LLC,

    ARG FRAHLMI001, LLC,

    ARG PSBRDFL001, LLC,

    ARG PSLKCLA001, LLC, each a Delaware limited
    liability company

    



 


 








	 	By:	/s/ Michael Anderson
	 	Name:  	Michael Anderson
	 	Title:	Authorized Signatory


 


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    ARG PSGRLTX001, LLC,

    ARG PSELPTX001, LLC,

    ARG PSHCKNC001, LLC,

    ARG PSIRVTX001, LLC,

    ARG PSPRAIL001, LLC,

    ARG PSMSNTX001, LLC,

    ARG PSMRDMS001, LLC,

    ARG NIFLNNH001, LLC,

    ARG MT2PKSLB002, LLC,

    ARG VSSRACA003, LLC,

    ARG CSSTLMO001, LLC,

    ARG FEBTHNB001, LLC,

    ARG FELWDNB001, LLC,

    ARG FEMTNNB001, LLC,

    ARG KLSLBNC001, LLC,

    ARG PSDANVA001, LLC,

    ARG PSDEMIA001, LLC,

    ARG PSERIPA001, LLC,

    ARG PSYNSOH001, LLC,

    ARG PSDAYOH001, LLC,

    ARG PSLASNV001, LLC,

    ARG NIFLNNH002, LLC,

    ARG STELDCA001, LLC,

    ARG STWINCT001, LLC,

    ARG STKNCMO001, LLC,

    ARG STFALNY001, LLC, and

    ARG KLSLBNC002, LLC, each a Delaware limited liability company

    



 


 





	 	By:	/s/ Michael Anderson
	 	Name:  	Michael Anderson
	 	Title:	Authorized Signatory


 





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L.P.


Signature Page to Second Amendment to First
Amended and Restated Credit Agreement



 



    


     


    




 


	 	
    ARG WPOTWOH001, LLC,

    ARG WPCLDOH001, LLC,

    ARG WPCLDOH002, LLC,

    ARG WPMRNOH001, LLC,

    ARG WPFNDOH001, LLC,

    ARG WPCLVTN001, LLC,

    ARG ZFFINOH001, LLC,

    ARG FCDETMI001, LLC,

    ARG SBPSLTX001, LLC,

    ARG NIAMHNH001, LLC,

    ARG WMBVLAR001, LLC,

    ARG PPSPPTX001, LLC, and

    ARG PPSHLTX001, LLC,

    each a Delaware limited liability company

    



 


 





	 	By:	/s/ Michael Anderson
	 	Name:  	Michael Anderson
	 	Title:	Authorized Signatory


 


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L.P.


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	 	ARC GLOBAL II S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée)
	 	 	 	 
	 	By: 	/s/ James Nelson
	 	Name: 	James Nelson
	 	Title: 	Manager
	 	 	 
	 	 	 	 
	 	ARC GLOBAL II (MIDCO) S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée)
	 	 	 	 
	 	By: 	/s/ James Nelson
	 	Name: 	James Nelson	 
	 	Title: 	Manager	 
	 	 	 	 
	 	 	 	 
	 	ARC GLOBAL II (FRANCE) HOLDINGS S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée)
	 	 	 	 
	 	By: 	/s/ James Nelson
	 	Name: 	James Nelson	 
	 	Title: 	Manager	 






 


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L.P.


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Amended and Restated Credit Agreement


 



    


     


    




 


 


	 	CROWN PORTFOLIO S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée)
	 	 	 
	 	By: 	/s/ James Nelson
	 	Name: 	James Nelson
	 	Title: 	Manager
	 	 	 
	 	 	 
	 	ARC GLOBAL II (MADRID) S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée)
	 	 	 
	 	By: 	/s/ James Nelson
	 	Name: 	James Nelson
	 	Title: 	Manager
	 	 	 
	 	 	 
	 	ARG WPFBRIT001 S.R.L., an Italian società a responsabilità limitata
	 	 	 
	 	By: 	/s/ Michael Anderson
	 	Name: 	Michael Anderson
	 	Title: 	Manager





 

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L.P.


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Amended and Restated Credit Agreement



 



    


     


    







 




	 	LENDERS:
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as the Agent
	 	 
	 	By:	/s/ Sara Jo Smith
	 	Name:  	Sara Jo Smith
	 	Title:  	Vice President
	 	 	 
	 	 	 
	 	CAPITAL ONE, NATIONAL ASSOCIATION 
	 	 	 
	 	By:	/s/ Jessica W. Phillips
	 	Name:	Jessica W. Phillips
	 	Title:	Authorized Signatory
	 	 	 
	 	 	 
	 	CITIZENS BANK, N.A.
	 	 	 
	 	By:	/s/ Nan E. Delahunt
	 	Name:	Nan E. Delahunt
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	BMO HARRIS BANK, N.A.
	 	 	 
	 	By:	/s/ Lloyd Baron
	 	Name:	Lloyd Baron
	 	Title:	Managing Director
	 	 	 
	 	 	 
	 	MIZUHO BANK, LTD.
	 	 	 
	 	By:	/s/ Donna DeMagistris
	 	Name:	Donna DeMagistris
	 	Title:	Authorized Signatory







 


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L.P.


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Amended and Restated Credit Agreement






 






    


     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION 
	 	 	 
	 	By: 	/s/ Jeffrey Cobb
	 	Name: 	Jeffrey Cobb
	 	Title: 	Director
	 	 	 
	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION (as successor to BBVA USA, an Alabama banking corporation)
	 	 	 
	 	By: 	/s/ Brian Kelly
	 	Name: 	Brian Kelly
	 	Title: 	Senior Vice President
	 	 	 
	 	 	 
	 	SOCIÉTÉ GÉNÉRALE 
	 	 	 
	 	By: 	/s/ Richard Bernal
	 	Name: 	Richard Bernal
	 	Title: 	Managing Director
	 	 	 
	 	 	 
	 	COMERICA BANK
	 	 	 
	 	By: 	/s/ Charles Weddell
	 	Name: 	Charles Weddell
	 	Title: 	Senior Vice President
	 	 	 
	 	 	 
	 	SYNOVUS BANK
	 	 	 
	 	By:	/s/ Zachary Braun
	 	Name: 	Zachary Braun
	 	Title: 	Corporate Banker






 


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L.P.


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	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 	 
	 	By: 	/s/ Ming K. Chu
	 	Name: 	Ming K. Chu
	 	Title: 	Director
	 	 	 
	 	 	 
	 	By: 	/s/ Marko Lukin
	 	Name: 	Marko Lukin
	 	Title: 	Vice President



 


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L.P.


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	 	BARCLAYS BANK PLC
	 	 	 
	 	By:	/s/
    Jake Lam
	 	Name:
    	Jake
    Lam
	 	Title:
    	Assistant
    Vice President









 


KeyBank/Global Net Lease Operating Partnership,
L.P.


Signature Page to Second Amendment to First
Amended and Restated Credit Agreement