Exhibit 10.1


 


SECOND
AMENDMENT TO


SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS
SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of July 29,
2022, by and among KITE REALTY GROUP, L.P., a Delaware limited partnership (“Borrower”), as successor by merger
to Retail Properties Of America, Inc., a Maryland corporation (“Initial Borrower”), KITE REALTY GROUP TRUST,
a real estate investment trust formed under the laws of the State of Maryland (“Parent” or “Guarantor”),
KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER LENDERS WHICH ARE SIGNATORIES
HERETO (KeyBank and the other lenders which are signatories hereto, collectively, the “Lenders”), and KEYBANK
NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the “Agent”).


 


W I T N E S S E T H:


 


WHEREAS, Borrower, Agent,
KeyBank and the other Lenders are parties to that certain Sixth Amended and Restated Credit Agreement dated as of July 8, 2021, as
amended by that certain First Amendment to Sixth Amended and Restated Credit Agreement dated as of October 22, 2021 (collectively,
the “Existing Credit Agreement,” and as the same may be further varied, extended, supplemented, consolidated, replaced,
increased, renewed, modified or amended from time to time, the “Credit Agreement”);


 


WHEREAS, Borrower and the
Guarantors have requested to make certain modifications to the Existing Credit Agreement including, without limitation, to increase the
aggregate Revolving Commitments to $1,100,000,000.00 (the “Revolver Increase”) and make Term Loans in the aggregate amount
of $300,000,000.00 (the “Term Loan Increase”, and together with the Revolver Increase, collectively, the “Increase”),
and the Agent and the undersigned Lenders have agreed to such modifications, subject to the execution and delivery of this Amendment.


 


NOW, THEREFORE, for and in
consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of
which are 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.


 


2.              Modification
of the Credit Agreement.   Borrower, the Agent and the Lenders do hereby modify and amend the Credit Agreement (but not Schedule 2
or Schedule 6.28 thereto) by deleting from the Credit Agreement the text that is shown as a deletion or strike-through in the form of
the Credit Agreement attached hereto as Exhibit “A” and made a part hereof (the “Revised Credit Agreement”),
and by inserting in the Credit Agreement the text shown as an insertion or underlined text in the Revised Credit Agreement, such that
from and after the Effective Date (as hereinafter defined) the Credit Agreement is amended to read as set forth in the Revised Credit
Agreement.


 






     


     


    

 


3.              Loan
Commitments.


 


(a)              Revolving
Commitments.    As of the Effective Date and following satisfaction of all conditions thereto as set forth in
Section 10 hereof, the amount of each Revolving Lender’s Revolving Commitment shall be the amount set forth on Schedule
I attached to the Credit Agreement (as amended hereby). On the Effective Date the outstanding principal balance of the Revolving
Loans and the participation interests of the Revolving Lenders in any outstanding Facility Letters of Credit shall be reallocated among
the Revolving Lenders pursuant to Section 2.1(f) of the Credit Agreement (as amended hereby).


 


(b)              Term
Loan Commitments.    As of the Effective Date and following satisfaction of all conditions thereto as set forth
in Section 10 hereof, the amount of each Term Lender’s Term Commitment shall be the amount set forth on Schedule I
attached to the Credit Agreement (as amended hereby). On the Effective Date, the Term Lenders shall make the Term Loans to Borrower pursuant
to Section 2.1(a) of the Credit Agreement (as amended hereby).


 


(c)              New
Lender.    Goldman Sachs Bank USA (“New Lender”) hereby agrees to perform all obligations
with respect to its respective Revolving Commitment and/or Term Commitment as if New Lender were an original Lender under and signatory
to the Credit Agreement having a Commitment equal to its respective Revolving Commitment and/or Term Commitment as set forth on Schedule
I attached to the Credit Agreement (as amended hereby), which obligations shall include, without limitation, the obligation to indemnify
the Agent as provided in the Credit Agreement. New Lender (i) confirms that it has received a copy of the Credit Agreement (as amended
hereby), together with copies of the financial statements requested by New Lender and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Amendment and become a party to the Credit Agreement,
(ii) agrees that it will, independently and without reliance upon the Agent 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, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto,
(iv) agrees that 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, (v) agrees that its payment instructions and notice instructions are as set forth
in the attachment to Schedule I attached to the Credit Agreement (as amended hereby), and (vi) confirms that none of the funds,
monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined
under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.


 


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


 


5.              Acknowledgment
of Borrower and Guarantor.    Borrower and Guarantor hereby acknowledge, represent and agree that the Loan Documents, as modified and
amended herein, remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantor, as
applicable, enforceable against Borrower and Guarantor in accordance with their respective 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 the effect of general principles of equity), and that the execution and delivery of this Amendment does not constitute, and
shall not be deemed to constitute, a release, waiver or satisfaction of Borrower’s or Guarantor’s obligations under the Loan
Documents.


 






    2


     


    

 


6.              Representations
and Warranties. Borrower and Guarantor represent and warrant to the Agent and the Lenders as follows:


 


(a)              Authorization.    The execution, delivery and performance of this Amendment and any agreements executed and delivered in connection herewith and the transactions
contemplated hereby and thereby (i) are within the authority of Borrower and Guarantor, (ii) have been duly authorized by all
necessary proceedings on the part of the Borrower and Guarantor, (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 any of the Borrower or Guarantor is subject or any
judgment, order, writ, injunction, license or permit applicable to any of the Borrower or 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 or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws
of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of the Borrower or Guarantor or any of their
respective properties or to which any of the Borrower or Guarantor is subject, and (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 any of the Borrower or Guarantor.


 


(b)              Enforceability.    This Amendment and any agreements executed and delivered in connection herewith are valid and legally binding obligations of Borrower
and Guarantor enforceable in accordance with the respective terms and provisions hereof and thereof, 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.


 


(c)              Approvals.   The execution, delivery and performance of this Amendment and any agreements executed and delivered in connection herewith and the transactions
contemplated hereby and thereby do not require the approval or consent of any Person or the authorization, consent, approval of or any
license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission
or other governmental agency or authority other than those already obtained and any disclosure filings with the SEC as may be required
with respect to this Amendment.


 


(d)              Reaffirmation.   Borrower and Guarantor reaffirm and restate as of the date hereof each and every representation and warranty made by Borrower and Guarantor
and their respective Subsidiaries in the Loan Documents (as amended hereby) or otherwise made by or on behalf of such Persons in connection
therewith except for representations or warranties that expressly relate to an earlier date, which representations or warranties shall
only be required to have been true and correct in as of such earlier date and except for changes in factual circumstances not prohibited
under the Loan Documents.


 


7.              No
Default.    By execution hereof, Borrower and Guarantor certify that as of the date of this Amendment and immediately after giving effect
to this Amendment and the other documents executed in connection herewith, no Unmatured Default or Default has occurred and is continuing.


 






    3


     


    

 


8.              Waiver
of Claims.   Borrower and Guarantor 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 with respect to any acts or omissions of the Agent or any Lender, or any past or present officers, agents or
employees of the 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.


 


9.              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 Loan Documents as modified and amended herein. Guarantor hereby consents
to the terms of this Amendment. 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 Guarantor under the Loan Documents.


 


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


 


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


 


(b)               the
delivery to the Agent of a Note duly executed by Borrower in favor of each Lender with respect to its Revolving Commitment and/or Term
Commitment (provided that, at the request of any Lender, a Note payable to such Lender shall not be issued and the Obligations of Borrower
to such Lender shall be evidenced entirely by the Credit Agreement (as amended hereby) and the other Loan Documents with the same effect
as if a Note had been issued to such Lender). Any Lender that receives a new Note pursuant to this Section 10(b) that has previously
been issued a Note by Initial Borrower will, promptly after the Effective Date, return to Borrower such prior Note, marked “Replaced”;


 


(c)               the
delivery to the Agent of an updated Disclosure Letter dated as of the Effective Date;


 


(d)               the
delivery to the Agent of a solvency certificate substantially in the form of Exhibit “B” attached hereto executed
by the chief financial officer of the Parent; and


 


(e)               payment
in full of all amounts outstanding, and the termination of all commitments, under that certain Term Loan Agreement dated as of November 22,
2016, as amended, among Borrower, Capital One, National Association, as Administrative Agent, and the lenders party thereto (which payment
shall be made with the proceeds of the Term Loan Increase);


 


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


 


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


 






    4


     


    

 


11.            Fees
and Expenses.    Borrower shall pay the reasonable fees and expenses of the Agent in connection with this Amendment and the transactions
contemplated hereby in accordance with Section 9.7 of the Credit Agreement.


 


12.            Accrued
Interest and Fees.    All interest and fees accrued prior to the date of this Amendment under provisions of the Credit Agreement modified
by this Amendment shall remain payable at the due dates set forth in the Credit Agreement.


 


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


 


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


 


15.            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 APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. 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.


 


16.            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
the 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, each of Borrower and Guarantor 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 Borrower or Guarantor, 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.


 


[CONTINUED ON NEXT PAGE]


 






    5


     


    

 


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:
	 	 
	 	KITE REALTY GROUP, L.P., a Delaware limited partnership (successor by merger to RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation)
	 	 
	 	By: 	Kite Realty Group Trust, a Maryland corporation, its sole General
Partner
	 	 
	 	 	By:	 /s/ Heath Fear
	 	 	 	Heath Fear, Executive Vice President and Chief Financial Officer
	 	 
	 	 
	 	GUARANTOR:
	 	 
	 	KITE REALTY GROUP TRUST, a Maryland corporation
	 	 
	 	By:	/s/ Heath Fear
	 	Name:	 Heath Fear
	 	Title: 	Executive Vice President and Chief Financial Officer



 


(Signatures Continued On Next Page)


 


[Signature
Page to Second Amendment to Sixth Amended and Restated Credit Agreement]


 






     


     


    

 


	 	AGENT
    AND LENDERS:
	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as the Agent and as a Lender
	 	 
	 	By: 	/s/ Jim Komperda 
	 	Name: Jim Komperda
	 	Title: Senior Vice President



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	BANK OF AMERICA, N.A.
	 	 
	 	By:	/s/ Helen W. Chan 
	 	Name: Helen W. Chan
	 	Title: Vice President



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Michael Pfaff 
	 	Name: Michael Pfaff
	 	Title: Director



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Dennis J. Haydel 
	 	Name: Dennis J. Haydel
	 	Title: Vice President



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ James A. Harmann
	 	Name: James A. Harmann
	 	Title: Senior Vice President



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	REGIONS BANK
	 	 
	 	By:	/s/ Walter E. Rivadeneira 
	 	Name: Walter E. Rivadeneira
	 	Title: Senior Vice President



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	TD BANK, N.A.
	 	 
	 	By:	/s/ Jessica Trombly 
	 	Name: Jessica Trombly
	 	Title: Vice President



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	JPMORGAN CHASE BANK, N.A.
	 	 
	 	By:	/s/ Brad Olmsted 
	 	Name: Brad Olmsted
	 	Title: Vice President



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Curt M. Steiner 
	 	Name: Curt M. Steiner
	 	Title: Senior Vice President



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	CITIBANK, N.A.
	 	 
	 	By:	/s/ Chris Albano 
	 	Name: Chris Albano
	 	Title: Authorized Signatory



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	THE BANK OF NOVA SCOTIA
	 	 
	 	By:	/s/ Chelsea McCune 
	 	Name: Chelsea McCune
	 	Title: Associate Director



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	TRUIST BANK
	 	 
	 	By:	/s/ Brad Bowen 
	 	Name: Brad Bowen
	 	Title: Managing Director



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	ASSOCIATED BANK, N.A.
	 	 
	 	By:	/s/ Shawn S. Bullock 
	 	Name: Shawn S. Bullock
	 	Title: Senior Vice President



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 



	 	GOLDMAN SACHS BANK USA
	 	 
	 	By:	/s/ Rebecca Kratz 
	 	Name: Rebecca Kratz
	 	Title: Authorized Signatory



 


[Signature Page to Second Amendment to
Sixth Amended and Restated Credit Agreement]


 






     


     


    

 


EXHIBIT “A”


 


AMENDED CREDIT AGREEMENT


 


[See Attached]


 






     


     


    

 


Conformed
copy reflecting


First
Amendment dated October 22, 2021


 


SIXTH AMENDED AND RESTATED CREDIT AGREEMENT


 



DATED AS OF JULY 8, 2021


 


AMONG


 


KITE REALTY GROUP, L.P.,


AS BORROWER,


 


AND


 


KEYBANK NATIONAL ASSOCIATION,


AS ADMINISTRATIVE AGENT,


 


AND


 


keybanc
capital markets inc.,


bOfa securities,
inc., and


wells
fargo securities, llc,


AS JOINT BOOKRUNNERS AND JOINT LEAD
ARRANGERS FOR REVOLVING LOANS


 


AND


 


keybanc
capital markets inc., PNC
CAPITAL MARKETS, LLC, 

and CAPITAL ONE, NATIONAL ASSOCIATION,


AS JOINT BOOKRUNNERS AND JOINT
LEAD ARRANGERS FOR TERM LOANS


 


AND


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, AND


BANK OF AMERICA, N.A.,


AS CO-SYNDICATION AGENTS,
FOR REVOLVING LOANS


 


AND


 


PNC
BANK, NATIONAL ASSOCIATION AND CAPITAL ONE, NATIONAL ASSOCIATION,


AS CO-SYNDICATION AGENTS FOR
TERM LOANS


 


AND


 


CAPITAL ONE, NATIONAL ASSOCIATION,





	PNC CAPITAL MARKETS LLC,
 OF REGIONS BANK,

                         CHASE BANK, N.A.,
	 	REGIONS CAPITAL MARKETS, A DIVISION
 TD BANK, N.A., AND JPMORGAN   

                                            AS JOINT







LEAD ARRANGERS
FOR REVOLVING LOANS


 


AND


 


TD BANK, N.A., 

AS A JOINT LEAD
ARRANGER FOR TERM LOANS


 


AND


 


CAPITAL ONE, NATIONAL ASSOCIATION,


PNC BANK, NATIONAL ASSOCIATION,


REGIONS BANK, TD BANK, N.A.,


AND
U.S. BANK NATIONAL ASSOCIATION


BANK OF AMERICA, N.A., CITIBANK,
N.A.,


THE BANK OF NOVA SCOTIA, AND


JPMORGAN CHASE BANK, N.A.,


AS DOCUMENTATION AGENTS
FOR REVOLVING LOANS


 


AND


 


TD BANK, N.A.,

 AS A DOCUMENTATION
AGENT FOR TERM LOANS


 


AND


 


CERTAIN LENDERS FROM TIME TO TIME PARTIES HERETO,


AS LENDERS


 






     


     


    

 


6Conformed
copy reflecting


First
Amendment dated October 22, 2021 and


Second
Amendment dated July 29, 2022


 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I. DEFINITIONS	1
	 	 
	ARTICLE II. THE CREDIT	2532
	2.1.	Advances	2532
	2.2.	Ratable and Non Ratable Advances	2736
	2.3.	Final Principal Payment	2737
	2.4.	[Reserved]	2737
	2.5.	Facility Fee	2737
	2.6.	Other Fees	2737
	2.7.	Minimum Amount of Each Advance	2737
	2.8.	Principal Payments	2737
	2.9.	Method of Selecting Classes and Types and Interest
    Periods for New Advances	2839
	2.10.	Conversion and Continuation of Outstanding Advances	2939
	2.11.	Changes in Interest Rate, Etc.	2940
	2.12.	Rates Applicable After Default	2940
	2.13.	Method of Payment	3041
	2.14.	Notes; Telephonic Notices	3041
	2.15.	Interest Payment Dates; Interest and Fee Basis	3141
	2.16.	[reserved]	3142
	2.17.	Notification of Advances, Interest Rates and Prepayments	3142
	2.18.	Lending Installations	3142
	2.19.	Non-Receipt of Funds by the Administrative Agent	3142
	2.20.	Replacement of Lenders under Certain Circumstances	3143
	2.21.	Usury	3243
	2.22.	Termination or Increase in Commitments; Additional
    Term Loans	3243
	2.23.	Pro Rata Treatment	3445
	 	 	 
	ARTICLE IIA LETTER OF CREDIT SUBFACILITY	3445
	2A.1	Obligation to Issue	3445
	2A.2	Types and Amounts	3445
	2A.3	Conditions	3546
	2A.4	Procedure for Issuance of Facility Letters of Credit	3546
	2A.5	Reimbursement Obligations; Duties of Issuing Bank	3647
	2A.6	Participation	3748
	2A.7	Payment of Reimbursement Obligations	3849
	2A.8	Compensation for Facility Letters of Credit	3849
	2A.9	Letter of Credit Collateral Account	3950
	 	 	 
	ARTICLE III. CHANGE IN CIRCUMSTANCES	3950
	3.1.	Yield Protection	3950
	3.2.	Changes in Capital Adequacy Regulations	4051
	3.3.	Availability of Types of Advances; Inability to Determine
    Rates	4052
	3.4.	Funding IndemnificationBreakage
Compensation	4557
	3.5.	Taxes	4558
	3.6.	Lender Statements; Survival of Indemnity; Delay in
    Requests	4760



 






     


     


    

 


	ARTICLE IV. CONDITIONS PRECEDENT	4861
	4.1.	Initial Advance	4861
	4.2.	Each Advance and Issuance	4962
	 	 	 
	ARTICLE V. REPRESENTATIONS AND
    WARRANTIES	5062
	5.1.	Existence	5062
	5.2.	Authorization and Validity	5062
	5.3.	No Conflict; Government Consent	5063
	5.4.	Financial Statements; Material Adverse Effect	5063
	5.5.	Taxes	5163
	5.6.	Litigation and Guarantee Obligations	5163
	5.7.	Subsidiaries	5164
	5.8.	ERISA	5164
	5.9.	Accuracy of Information	5164
	5.10.	Regulations U and X	5164
	5.11.	[Intentionally Omitted]	5264
	5.12.	Compliance With Laws	5264
	5.13.	Ownership of Properties	5264
	5.14.	Investment Company Act	5265
	5.15.	[Intentionally Omitted]	5265
	5.16.	Solvency	5265
	5.17.	Insurance	5365
	5.18.	REIT Status	5366
	5.19.	Environmental Matters	5366
	5.20.	OFAC; Sanctions Representation	5467
	5.21.	Intellectual Property	5467
	5.22.	Broker’s Fees	5568
	5.23.	Unencumbered Pool Properties	5568
	5.24.	No Bankruptcy Filing[Reserved]	5568
	5.25.	No Fraudulent Intent	5568
	5.26.	Transaction in Best Interests of Borrower; Consideration	5568
	5.27.	Subordination	5668
	5.28.	Beneficial Ownership Certification	5668
	5.29.	Anti-Terrorism Laws	5668
	5.30.	Affected Financial Institution	5769
	 	 	 
	ARTICLE VI. COVENANTS	5770
	6.1.	Financial Reporting	5770
	6.2.	Use of Proceeds	5872
	6.3.	Notice of Default or Springing Recourse Event	5972
	6.4.	Conduct of Business	5972
	6.5.	Taxes	5972
	6.6.	Insurance	5973
	6.7.	Compliance with Laws	5973
	6.8.	Maintenance of Properties	6073
	6.9.	Inspection	6073
	6.10.	Maintenance of Status	6073
	6.11.	Dividends	6073
	6.12.	Merger	6174



 






    -ii-


     


    

 


	6.13.	[Intentionally Omitted]	6174
	6.14.	Sale and Leaseback	6174
	6.15.	[Intentionally Omitted]	6174
	6.16.	Liens	6174
	6.17.	Affiliates	6275
	6.18.	[Intentionally Omitted]	75
	6.19.	[Intentionally Omitted]	6275
	6.20.	[Intentionally Omitted]	6276
	6.21.	Indebtedness and Cash Flow Covenants	6276
	6.22.	Environmental Matters	6376
	6.23.	[Intentionally Omitted]	6477
	6.24.	[Intentionally Omitted]	6477
	6.25.	Negative Pledges	6477
	6.26.	Subsidiary Guaranty	6477
	6.27.	Amendments to Organizational Documents	6578
	 	 	 
	ARTICLE VII. DEFAULTS	6579
	 	 
	ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES	6781
	8.1.	Acceleration	6782
	8.2.	Amendments	6884
	8.3.	Preservation of Rights	7084
	8.4.	Insolvency of Parent or Borrower	7085
	8.5.	Application of Funds	7085
	 	 	 
	ARTICLE IX. GENERAL PROVISIONS	7185
	9.1.	Survival of Representations	7185
	9.2.	Governmental Regulation	7185
	9.3.	Taxes	7186
	9.4.	Headings	7186
	9.5.	Entire Agreement	7186
	9.6.	Several Obligations; Benefits of the Agreement	7186
	9.7.	Expenses; Indemnification	7186
	9.8.	Numbers of Documents	7287
	9.9.	Accounting	7287
	9.10.	Severability of Provisions	7387
	9.11.	Nonliability of Lenders	7387
	9.12.	CHOICE OF LAW	7388
	9.13.	CONSENT TO JURISDICTION	7388
	9.14.	WAIVER OF JURY TRIAL	7388
	9.15.	USA Patriot Act Notice	7488
	9.16.	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	7488
	9.17.	No Novation	7489
	9.18.	Benchmark Notification	7589
	9.19.	Divisions	7590
	9.20.	Confidentiality	90
	9.21.	Material Non-Public Information	91
	 	 	 
	ARTICLE X. THE ADMINISTRATIVE AGENT	7591
	10.1.	Appointment	7591
	10.2.	Powers	7592



 






    -iii-


     


    

 


	10.3.	General Immunity	7692
	10.4.	No Responsibility for Loans, Recitals, Etc.	7692
	10.5.	Action on Instructions of Lenders	7692
	10.6.	Employment of Agents and Counsel	7692
	10.7.	Reliance on Documents; Counsel	7693
	10.8.	Administrative Agent’s Reimbursement and Indemnification	7793
	10.9.	Rights as a Lender	7793
	10.10.	Lender Credit Decision	7793
	10.11.	Successor Administrative Agent	7794
	10.12.	Notice of Defaults	7894
	10.13.	Requests for Approval	7894
	10.14.	Defaulting Lenders	7995
	10.15.	Additional Agents	8198
	10.16.	Erroneous Payments	8298
	 	 	 
	ARTICLE XI. SETOFF; RATABLE PAYMENTS	83100
	11.1.	Setoff	83100
	11.2.	Ratable Payments	84100
	 	 	 
	ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	84100
	12.1.	Successors and Assigns	84100
	12.2.	Participations	84101
	12.3.	Assignments	86102
	12.4.	Dissemination of Information	87103
	12.5.	Tax Treatment	87103
	 	 	 
	ARTICLE XIII. NOTICES	87104
	13.1.	Giving Notice	87104
	13.2.	Change of Address	88104
	13.3.	Electronic Delivery of Information	88104
	 	 	 
	ARTICLE XIV. COUNTERPARTS	88104
	 	 
	ARTICLE XV. ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS	88105
	 	 
	ARTICLE XVI. NON-RECOURSE TO PARENT	89106



 


	SCHEDULE I	Commitments
	SCHEDULE 1	Unencumbered Pool Properties
	SCHEDULE 2	Subsidiary Guarantors as of FirstSecond Amendment Effective Date
	SCHEDULE 6.28	Post Closing Deliveries



 


	EXHIBIT A	Applicable Margin and Facility Fee Percentage
	EXHIBIT B	Form of Note
	EXHIBIT C	Form of Amendment Regarding Increase
	EXHIBIT D	Form of Compliance Certificate
	EXHIBIT E	Form of Subsidiary Guaranty
	EXHIBIT F	Form of Borrowing Notice
	EXHIBIT G	Form of Assignment Agreement
	EXHIBIT H	Form of Sustainability Grid Notice
	EXHIBIT I	Form of Springing Guaranty



 






    -iv-


     


    

 


 


SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT


 


This Sixth Amended and Restated
Credit Agreement (the “Agreement”) dated as of July 8, 2021, is among KITE REALTY GROUP, L.P., a limited
partnership formed under the laws of the State of Delaware (successor by merger to Retail Properties Of America, Inc., a corporation
organized under the laws of the State of Maryland) (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking
association, and the several banks, financial institutions and other entities from time to time parties to the Agreement (collectively,
the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, not individually, but as “Administrative Agent”.


 


RECITALS


 


A.            The
Borrower is primarily engaged in the business of purchasing, owning, operating, leasing and managing retail properties.


 


B.             The
Borrower is a Subsidiary of Kite Realty Group Trust, a real estate investment trust formed under the laws of the State of Maryland (“Parent”),
which is qualified as a real estate investment trust under Section 856 of the Code.


 


C.             The
Borrower and certain of the Lenders are parties to that certain Fifth Amended and Restated Credit Agreement dated as of
April 23, 2018 (as amended and in effect immediately prior to the effectiveness of this Agreement, the “Existing
Agreement”), pursuant to which the lenders thereunder have made available to the Borrower, on the terms and conditions set
forth therein: (i) a $850,000,000 revolving credit facility and (ii) a $250,000,000 term loan facility (which term loan
facility has beenwas
repaid in its entirety prior to the Agreement
Effective Date).


 


D.             This
Agreement and the other Loan Documents, taken as whole, constitute an amendment and restatement of the Existing Agreement and an amendment
of the other loan documents thereunder and not a novation, and the parties intend that all Advances outstanding thereunder shall continue
to be Advances hereunder until repaid.


 


E.              The
Borrower has requested that the Administrative Agent and the Lenders enter into this Agreement to amend and restate the Existing Agreement
to (i) extend the Revolving Facility Termination Date, and (ii) modify certain of the other terms thereof. The Administrative
Agent and those existing and new Lenders executing this Agreement have agreed to do so on the terms set forth herein.


 


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


 


ARTICLE I. 

DEFINITIONS


 


As used in this Agreement:


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower
or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any partnership, limited
liability company, firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly
or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number
of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having
such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership
or membership interests of a partnership or limited liability company.


 






     


     


    

 






“Additional Term Loans”
is defined in Section 2.22.


 


“Adjusted
Daily Simple SOFR ” means an interest rate per annum equal to the greater of (1) the sum of (a) Daily Simple SOFR and
(b) the SOFR Index Adjustment and (2) the Floor.


 


“Adjusted EBITDA”
means, as of any date, the Consolidated Net Income for the most recent four (4) full fiscal quarters of the Parent for which financial
results have been reported, as adjusted, without duplication, by (i) adding or deducting for, as appropriate, any adjustment made
under GAAP for straight lining of rents, gains or losses from sales of assets, extraordinary items, impairment and other non-cash charges,
depreciation, amortization, interest expenses, taxes and the Consolidated Group Pro Rata Share of interest, taxes, depreciation and amortization
in Investment Affiliates; (ii) deducting therefrom the Capital Expenditure Reserve Deduction for such period and (iii) adding
back all master lease income (not to exceed 5% of Consolidated Net Income), charges (including any premiums or make-whole amounts) associated
with any prepayment, redemption or repurchase of indebtedness or early retirement of preferred stock and costs in connection with acquisitions,
including non-capitalized costs incurred in connection with acquisitions that fail to close.


 


“Adjusted
Term SOFR” means, for any Interest Period, an interest rate per annum equal to the greater of (1) sum of (a) Term SOFR
for such Interest Period and (b) the SOFR Index Adjustment and (2) the Floor.


 


“Adjusted Unencumbered
Pool NOI” means, as of any date, the then-current Unencumbered Pool Property NOI less the Capital Expenditure Reserve Deduction
for the then-current Unencumbered Pool Properties.


 


“Administrative Agent”
means KeyBank National Association in its capacity as agent for the Lenders pursuant to Article X, and not in its individual
capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X.


 


“Advance” means
a borrowing hereunder, (i) made by some or all of the Lenders on the same Borrowing Date, or (ii) converted
or continued by the Lenders on the same date of conversion or continuation, consisting, in
either case, of the aggregate amount of the several Loans made by one or more of the Lenders to the Borrower of the same Type
and Class and, in the case of LIBOR Rate AdvancesTerm
SOFR Loans, for the same Interest Period.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate” of
any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, provided,
however, in no event shall Administrative Agent or Lender be an Affiliate of the Borrower. A Person shall be deemed to control another
Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person
or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.


 






    -2-


     


    

 


“Aggregate Commitment”
means, as of any date, the aggregate amount of the then-current Term Commitments (or if such Term Commitments have terminated, the Term
Loans) and Revolving Commitments of all the Lenders, which is, as of the FirstSecond
Amendment Effective Date, $850,000,0001,100,000,000.00
in respect of Revolving Commitments and $0300,000.00
in respect of Term Commitments, as either such amount may be increased pursuant to Section 2.22 hereof.


 


“Agreement” is
defined in the Recitals hereto.


 


“Agreement Effective
Date” means the date this Agreement has been fully executed and delivered by the Borrower and the Lenders and the conditions set
forth in Section 4.1 have been fulfilled or waived in accordance with the terms hereof.


 


“Alternate Base Rate”
means, for any day, the LIBOR Market Index Rate; provided, that if for any reason the LIBOR Market Index
Rate is unavailable, Alternate Base Rate shall mean the per annum rate of interest equal to the Federal Funds Effective Rate plus one
and one-half of one percent (1.50%). Notwithstanding the foregoing, in no event shall the Alternate Base Rate (including, without limitation,
any Benchmark Replacement with respect thereto) be less than zero. The Alternate Base Rate shall be determined on a daily basis.a
rate of interest per annum equal to the highest of (i) the rate of interest in effect for such day as established from time to time
by the Administrative Agent as its “prime rate”, whether or not publicly announced, which interest rate may or may not be
the lowest rate charged by it for commercial loans or other extensions of credit, (ii) one half of one percent (0.5%) above the Federal
Funds Effective Rate in effect on such day, (iii) Adjusted Term SOFR for a one month tenor in effect on such day (or if such day
is not a Business Day, the immediately preceding Business Day) plus one percent (1.0%), and (iv) one percent (1.0%) per annum. Any
change in the Alternate Base Rate due to a change in the prime rate, the Federal Funds Effective Rate or Adjusted Term SOFR shall be effective
from and including the effective date of such change in the prime rate, the Federal Funds Effective Rate or Adjusted Term SOFR, respectively.


 


“Amendment Regarding
Increase” means an Amendment Regarding Increase substantially in the form of Exhibit C attached hereto pursuant to which
an existing Lender or a new Lender provides a new Commitment, increases an existing Commitment, makes a new Term Loan or increases the
amount of any existing Term Loan, as the case may be, as contemplated by Section 2.22.


 


“Anti-Corruption Laws”
means all applicable laws of any jurisdiction concerning or relating to bribery, corruption or money laundering, including without limitation,
the Foreign Corrupt Practices Act of 1977, as amended.


 


“Anti-Terrorism Laws”
is defined in Section 5.29.


 


“Applicable Margin”
means the applicable margin set forth in the pricing schedules contained in Exhibit A attached hereto used in calculating
the interest rate applicable to the various Classes and Types of Advances, subject to the conditions set forth in Exhibit A
with respect to the effective date of changes in such applicable margins.


 


“Arrangers” means
(i) with respect to the Revolving Loans, the Bookrunners for
the Revolving Loans and Capital One, National Association, PNC Bank, National Association,Capital
Markets, LLC, Regions Capital Markets, a Division of Regions Bank, TD Bank, N.A., and JPMorgan Chase Bank, N.A.,
and (ii) with respect to the Term Loans, the Bookrunners for the Term Loans and TD Bank, N.A.


 


“Article” means
an article of this Agreement unless another document is specifically referenced.


 






    -3-


     


    

 


“Authorized Officer”
means any of the President, Chief Financial Officer and Chief Operating Officer, or any of the Chairman and Chief Executive Officer, or
the Chief Accounting Officer or any Executive Vice President of the Parent or the Borrower, as applicable, or any other executive officer
or authorized agent of the Parent or the Borrower, as applicable, approved by the Administrative Agent on behalf of the Lenders acting
singly.


 


“Available Tenor”
is defined inmeans, as of any date of determination and
with respect to the then-current Benchmark, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof)
that is or may be used for determining the length of an interest period pursuant to this Agreement, or (y) otherwise, any payment
period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency
of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance
of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to
Section 3.3(hc).


 


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


 


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
of the Council of the European Union, the implementing law, regulation, rule or requirement 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).


 


“Benchmark” is
defined inmeans, initially, with respect to (a) any Daily Simple SOFR Loan, Daily
Simple SOFR, and (b) any Term SOFR Loan, Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to the
then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate pursuant to Section 3.3(hc).


 


“Benchmark
Replacement” is defined in Section 3.3(h).


 


“Benchmark
Replacement Conforming Changes” is defined in Section 3.3(h).


 


“Benchmark
Transition Event” is defined in Section 3.3(h).


 


“Benchmark
Replacement” means, with respect to any Benchmark Transition Event for the then-current Benchmark, the sum of: (i) the alternate
benchmark rate that has been selected by the Administrative Agent as the replacement for such Benchmark giving due consideration to (A) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark
for syndicated credit facilities denominated in U.S. Dollars at such time and (ii) the related Benchmark Replacement Adjustment,
if any; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be
deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 






    -4-


     


    

 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment (which may
be a positive or negative value or zero), if any, that has been selected by the Administrative Agent giving due consideration to (a) 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 or (b) 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 U.S. Dollar denominated syndicated credit facilities.


 


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:


 


(a)              in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date
of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or


 


(b)              in
the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by
reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 


For the
avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with
respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available
Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means, with respect to the then-current Benchmark, the occurrence of one or more of the following events with
respect to such Benchmark:


 


(a)              a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), 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 such component thereof);


 


(b)               a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease
to provide all Available Tenors of such Benchmark (or such component thereof) 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 such component thereof); or


 






    -5-


     


    

 


(c)               a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing
that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.


 


For the
avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public
statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark
Transition Start Date” means, with respect to any Benchmark, in the case of a Benchmark Transition Event, the earlier of (i) the
applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information
of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information
(or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement
or publication).


 


“Benchmark
Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (i) beginning at the time that
a Benchmark Replacement Date with respect to such Benchmark pursuant to clauses (a) or (b) of that definition has occurred if,
at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 3.3(c) and (ii) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 3.3(c).


 


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


 


“Beneficial Ownership
Regulation” means 31 CFR § 1010.230.


 


“Bookrunners”
means (i) with respect to the Revolving Loans, KeyBanc Capital Markets Inc., BofA Securities, Inc.,
and Wells Fargo Securities, LLC, and (ii) with respect to the Term Loans, KeyBanc Capital Markets
Inc., PNC Capital Markets, LLC and Capital One, National Association.


 


“Borrower” is
defined in the Recitals hereto.


 


“Borrowing Date”
means a date on which an Advance is made hereunder.


 


“Borrowing Notice”
is defined in Section 2.9.


 


“Business Day”
means (i) with respect to any borrowing, payment or rate selection of LIBOR Rate Advances, aany
day (other than a Saturday or,
Sunday) or any other day on which commercial
banks generally are open in Cleveland, Ohio for
the conduct of substantially all of their commercial lending activities and on which dealings in Dollars are carried on in the London
interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Cleveland,
Ohio for the conduct of substantially all of their commercial lending activities; provided that, when used in connection with SOFR, the
component of the Alternate Base Rate based upon SOFR or any other calculation or determination involving SOFR, the term “Business
Day” means any such day that is also a U.S. Government Securitiesor New York, New
York are authorized or required by law to close and (ii) with respect to any matters relating to SOFR Loans, a SOFR Business
Day.


 






    -6-


     


    

 


“Capital Expenditure
Reserve Deduction” means, with respect to any group of Projects as of any date, $0.15 per annum per gross leaseable square foot
of such Projects, times either (A) in the case of calculation of Adjusted EBITDA, as to each Project, the weighted average square
footage of such Projects owned by the Consolidated Group at any time during the most recent four (4) fiscal quarters of Parent for
which financial results have been reported or (B) in the case of the calculation of Adjusted Unencumbered Pool NOI, as to each Project,
the square footage of such Projects included in the Unencumbered Pool as of such date.


 


“Capital Stock”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a Person which is not a corporation and any and all warrants or options to purchase any of the foregoing.


 


“Capitalization Rate”
means six and one-half percent (6.50%).


 


“Capitalized Lease”
of a Person means any lease of Property imposing obligations on such Person, as lessee thereunder, which are required in accordance with
GAAP to be capitalized on a balance sheet of such Person.


 


“Capitalized Lease Obligations”
of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with GAAP.


 


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


 


“Cash Equivalents”
means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentally
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 months from the date of acquisition, (b) Dollar denominated time and demand deposits and certificates of deposit
of (i) any Lender or any of its Affiliates; (ii) any domestic commercial bank 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 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 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 a Borrower or their Subsidiaries 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 financial institutions having capital of at least $500,000,000 and the portfolios of which
are limited to investments of the character described in the foregoing subdivisions (a) through (d).


 


“Change” is defined
in Section 3.2.


 






    -7-


     


    

 


“Change in Control”
means (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date
hereof) of Capital Stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital
Stock of the Parent, or (ii) the Parent shall cease to be the sole general partner of the Borrower or shall cease to have
the sole and exclusive power to exercise all management and control over the Borrower.


 


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


 


“CME”
means CME Group Benchmark Administration Ltd.


 


“Code” means the
Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.


 


“Commitment” means
for each Lender collectively, such Lender’s Revolving Commitment, if any, and Term Commitment, if any.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit D attached hereto executed by an Authorized Officer of the Parent.


 


“Conforming
Changes” means, with respect to either the use or administration of Daily Simple SOFR or Term SOFR, or the use, administration,
adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the
definition of “Alternate Base Rate,” the definition of “Floating Rate”, the definition of “Business Day,”
the definition of “SOFR Business Day,” the definition of “Interest Period” or any similar or analogous definition
(or the addition of a concept 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 Administrative Agent decides
may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the
Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption
of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice
for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably
necessary in connection with the administration of this Agreement and the other Loan Documents).


 


“Consolidated Debt Service”
means, for any period, without duplication, (a) Consolidated Interest Expense for such period plus (b) the aggregate
amount of scheduled principal payments attributable to Consolidated Outstanding Indebtedness (excluding optional principal payments, principal
payments contingent on excess cash flow from a related Project and balloon payments made at maturity in respect of any such Indebtedness),
plus (c) a percentage of all such principal payments made during such period by any Investment Affiliate on Indebtedness taken
into account in calculating Consolidated Interest Expense, equal to the greater of (x) the percentage of the principal amount of
such Indebtedness for which any member of the Consolidated Group is liable and (y) the Consolidated Group Pro Rata Share of such
Investment Affiliate.


 






    -8-


     


    

 


“Consolidated Group”
means the Parent and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.


 


“Consolidated Group
Pro Rata Share” means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by
the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage
of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated
Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the
Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such
Investment Affiliate.


 


“Consolidated Interest
Expense” means, for any period without duplication, the sum of (a) the amount of interest expense, determined in accordance
with GAAP, of the Consolidated Group for such period attributable to Consolidated Outstanding Indebtedness during such period (excluding
prepayment penalties and costs associated with early extinguishment of debt, to the extent constituting interest expense in accordance
with GAAP) plus (b) the applicable Consolidated Group Pro Rata Share of any interest expense, determined in accordance with GAAP,
of each Investment Affiliate, for such period, whether recourse or non-recourse.


 


“Consolidated Net Income”
means, for any period, consolidated net income (or loss) of the Consolidated Group for such period determined on a consolidated basis
in accordance with GAAP.


 


“Consolidated NOI”
means, as of any date, for any entity or group of entities without duplication, the aggregate Net Operating Income for the most recent
four (4) fiscal quarters for which financial results have been reported from all Projects owned by such entity or group of entities
as of the end of such period of four (4) fiscal quarters.


 


“Consolidated Outstanding
Indebtedness” means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated
Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus,
without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other
than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.


 


“Construction in Progress”
means, as of any date, the book value of any Projects then under development provided that a Project shall no longer be included in Construction
in Progress and shall be valued based on its Net Operating Income upon the earlier of (i) the first anniversary after substantial
completion (which shall mean the receipt of a temporary certificate of occupancy or a final certificate of occupancy) of such Project
and (ii) the last day of the first full fiscal quarter in which the Net Operating Income attributable to such Project for such fiscal
quarter multiplied by four (4) and then divided by the Capitalization Rate exceeds the book value of such Project.


 


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


 


“Conversion/Continuation
Notice” is defined in Section 2.10.


 






    -9-


     


    

 


“Credit Rating”
means, as of any date, with respect to either Moody’s or,
S&P or Fitch, the most recent credit rating assigned to the senior, unsecured, non-credit
enhanced, long-term debt of the Parent or the Borrower, as applicable, issued by such rating agency prior to such date.


 


“Daily Simple SOFR”
is defined in Section 3.3(h).means, for any day
(a “SOFR Rate Day”), a rate per annum (rounded in accordance with the Administrative Agent’s customary practice) equal
to SOFR for the day (such day, the “SOFR Determination Day”) that is five (5) SOFR Business Days (or such other period
as determined by the Administrative Agent based on then prevailing market conventions) prior to (i) if such SOFR Rate Day is a SOFR
Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a SOFR Business Day, the SOFR Business Day immediately preceding
such SOFR Rate Day, in each case, as and when SOFR for such SOFR Rate Day is published by the Daily Simple SOFR Administrator on the SOFR
Administrator’s Website. If by 5:00 pm (New York City time) on the second (2nd) SOFR Business Day immediately following any SOFR
Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and
a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR
as published in respect of the first preceding SOFR Business Day for which such SOFR was published on the SOFR Administrator’s Website;
provided, that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no
more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and
including the effective date of such change in SOFR without notice to the Borrower.


 


“Daily
Simple SOFR Advance” means an Advance comprised of Daily Simple SOFR Loans.


 


“Daily
Simple SOFR Loan” means each Loan bearing interest at a rate based upon Daily Simple SOFR.


 


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


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States of America, 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.


 


“Default” means
an event described in Article VII.


 


“Default Rate”
means the interest rate which may apply during the continuance of a Default pursuant to Section 2.12.


 






    -10-


     


    

 


“Defaulting Lender”
means, subject to Section 10.14(f), (a) any Lender that has failed to (i) fund all or any portion of its Loans within two
Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent, the Issuing Bank
or any other Lender any other amount required to be paid by it hereunder (including, with respect to a Revolving Lender, in respect of
its participation in Facility Letters of Credit) within two Business Days of the date when due, (b) any Revolving Lender that has
notified the Borrower, the Administrative Agent, and, if applicable, the Issuing Bank in writing that it does not intend to comply with
its funding obligations hereunder or under other agreements in which it commits to extend credit, or has made a public statement to that
effect (unless (1) such writing has been delivered to Borrower, Administrative Agent and, if applicable, the Issuing Bank, and (2) such
writing or public statement relates solely to such Lender’s obligation to fund a Loan hereunder and states that such position is
based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with
any applicable default, shall be specifically identified in such writing or public statement and, in the case of a writing, shall be accompanied
by reasonably detailed documented evidence supporting such determination) cannot be satisfied), (c) any Revolving Lender that has
failed, within two Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative
Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to
be a Defaulting Lender pursuant to this clause (c) upon timely receipt of such written confirmation by the Administrative Agent and
the Borrower), or (d) any Lender that has, or has a direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee
for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal
Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject
of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity
interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest
does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow
or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such
Lender shall be deemed to be a Defaulting Lender (subject to Section 10.14(f)) upon delivery of written notice of such determination
to the Borrower, the Issuing Bank and each Lender.


 


“Disclosure Letter”
means that certain letter from Borrower addressed to the Administrative Agent on behalf of the Lenders and dated as of the FirstSecond
Amendment Effective Date, which discloses certain matters relevant to Section 5.5, Section 6.5 and/or Section 6.16the
definition of Permitted Liens (or certain other Sections in this Agreement, as set forth therein).


 


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


 


“Early
Opt-In Effective Date” is defined in Section 3.3(h).


 


“Early
Opt-In Election” is defined in Section 3.3(h).


 


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


 


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


 


“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.


 






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“Eligible Assignee”
means (a) with respect to (i) any Revolving Lender, another Revolving Lender, and (ii) any Term Lender, another Lender,
(b) with respect to (i) any Revolving Lender, any Affiliate of that Lender or fund related to such Lender, and (ii) any
Term Lender, any Affiliate of a Lender or fund related to a Lender, (c) any commercial bank having a combined capital and surplus
of $5,000,000,000 or more, (d) the central bank of any country which is a member of the Organization for Economic Cooperation and
Development, (e) any savings bank, savings and loan association or similar financial institution which (A) has a net worth of
$500,000,000 or more, (B) is regularly engaged in the business of lending money and extending credit under credit facilities substantially
similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Lender
hereunder to the same degree as a commercial bank, and (f) any other financial institution (including a mutual fund or other fund)
approved by the Administrative Agent and, unless a Default shall have occurred and be continuing, Borrower (such approval not to be unreasonably
withheld or delayed, and the failure of Borrower to expressly grant or deny any such approval within five (5) days after written
request being deemed to be the grant of such approval) having total assets of $500,000,000 or more which meets the requirements set forth
in subclauses (B) and (C) of clause (e) above; provided that each Eligible Assignee must either
(a) be organized under the Laws of the United States of America, any State thereof or the District of Columbia or (b) be organized
under the Laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or
a political subdivision of such a country, and (i) act hereunder through a branch, agency or funding office located in the United
States of America and (ii) be exempt from withholding of tax on interest. Notwithstanding anything herein to the contrary, at no
time shall Borrower, its Affiliates, any Subsidiary thereof or any natural person (or holding company, investment vehicle or trust for,
or owned and operated for the primary benefit of, a natural person), be considered an “Eligible Assignee.”


 


“Environmental Laws”
means any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees,
requirements of any Governmental Authority or other requirements of law (including common law) regulating, relating to or imposing liability
or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect, in
each case to the extent the foregoing are applicable to the Borrower or any Subsidiaries or any of its respective assets or Projects.


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.


 


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


 


“Excluded Taxes”
means, in the case of each Lender or applicable Lending Installation and the Administrative Agent, (a) taxes imposed on or measured
by its overall net income (however determined), and franchise taxes imposed on it, by any jurisdiction with taxing authority over the
Lender and (b) any U.S. federal withholding taxes imposed under FATCA.


 


“Excluded Swap Obligation”
means, with respect to the Borrower or any Guarantor, any Related Swap Obligations if, and to the extent that, all or a portion of the
liability of such Person for, or the guarantee of such Person of, or the grant by such Person of a Lien to secure, such Related Swap Obligation
(or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the
Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Person’s failure
for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations
thereunder at the time the liability for or the guarantee of such Person or the grant of such Lien becomes effective with respect to such
Related Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for
the benefit of the applicable Person, including under Section 20 of the Subsidiary Guaranty). If a Related Swap Obligation arises
under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Related Swap Obligation
that is attributable to swaps for which such guarantee or Lien is or becomes illegal for the reasons identified in the immediately preceding
sentence of this definition.


 






    -12-


     


    

 


“Existing Agreement”
is defined in the Recitals hereto.


 


“Existing Letters of
Credit” means the letters of credit described by issuer, date of issuance, letter of credit number, undrawn amount, name of beneficiary
and date of expiry on the Disclosure Letter delivered to the Administrative Agent on the First Amendment
Effective Date.


 


“Existing
Term Facility Termination Date” is defined in Section 2.1(d).


 


“Extending
Term Lender” is defined in Section 2.1(d)(ii).


 


“Facility Fee”
is defined in Section 2.5.


 


“Facility Fee Percentage”
means, as of any date, the percentage set forth in the applicable column headed “Facility Fee Percentage” in the pricing schedules
contained on Exhibit A that is in effect on such date, subject to the conditions set forth in Exhibit A with respect
to the effective date of changes in such percentage.


 


“Facility Letter of
Credit” means a Letter of Credit issued hereunder, including the Existing Letters of Credit.


 


“Facility Letter of
Credit Fee” is defined in Section 2A.8.


 


“Facility Letter of
Credit Obligations” means, as at the time of determination thereof, all liabilities, whether actual or contingent, of the Borrower
with respect to Facility Letters of Credit, including the sum of (a) the Reimbursement Obligations and (b) the aggregate undrawn
face amount of the then outstanding Facility Letters of Credit.


 


“Facility Letter of
Credit Sublimit” means $75,000,000.


 


“Facility Obligations”
means all Obligations other than the Related Swap Obligations.


 


“Facility Termination
Date” means the Revolving Facility Termination Date or the Term Facility Termination Date for a Class of Term Loans, as the
case may be.


 


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


 


“Federal Funds Effective
Rate” shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%))
announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions
arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially
the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective
Rate.” If the Federal Funds Effective Rate determined as provided above would be less than zero, the Federal Funds Effective Rate
shall be deemed to be zero.


 






    -13-


     


    

 


“Fee Letter” is
defined in Section 2.6.


 


“Financeable Ground
Lease” means, a ground lease reasonably satisfactory to the Administrative Agent on behalf of the Lenders, which must provide customary
protections for a potential leasehold mortgagee (“Mortgagee”) such as (i) a remaining term, including any optional
extension terms exercisable unilaterally by the tenant, of no less than 25 years from the Second Amendment
Effective Date, (ii) a provision that the ground lease will not be terminated until the Mortgagee has received notice
of a default, has had a reasonable opportunity to cure and has failed to do so, (iii) provision for a new lease to the Mortgagee
as tenant on the same terms if the ground lease is terminated for any reason, (iv) transferability of the tenant’s interest
under the ground lease by the Mortgagee without any requirement for consent of the ground lessor unless based on delivery of customary
assignment and assumption agreements from the transferor and transferee, (v) the ability of the tenant to mortgage tenant’s
interest under the ground lease without any requirement for consent of the ground lessor and (vi) provisions that the tenant under
the ground lease (or the leasehold mortgagee) has customary protections with respect to the application of insurance proceeds or condemnation
awards attributable to the tenant’s interest under the ground lease and related improvements.


 


“Financial Contract”
of a Person means (i) any exchange—traded or over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics, or (ii) any Rate Management Transaction.


 


“First Amendment Effective
Date” means October 22, 2021.


 


“First Mortgage Receivable”
means any Indebtedness owing to a member of the Consolidated Group which is secured by a first-priority mortgage, deed to secure debt
or deed of trust on commercial real estate and which has been designated by the Borrower as a “First Mortgage Receivable”
in its most recent Compliance Certificate.


 


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


 


“Fixed Charge Coverage
Ratio” means (i) Adjusted EBITDA divided by (ii) the sum of (A) Consolidated Debt Service for the most recent four
(4) fiscal quarters for which financial results of Borrower have been reported, plus (B) all Preferred Dividends, if any, payable
with respect to such four (4) fiscal quarters.


 


“Floating Rate”
means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin for such
day, in each case changing when and as the Alternate Base Rate and Applicable Margin change.


 


“Floating Rate Advance”
means an Advance of a Class which bears interest at the Floating Rate for such Class.


 


“Floating Rate Loan”
means a Loan of a Class which bears interest at the Floating Rate for such Class.


 


“Floor” is
defined in Section 3.3(h)means a rate of interest equal to 0.0% per annum.


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender that is a Revolving Lender, with respect to the Issuing Bank, such Defaulting Lender’s
Revolving Percentage of the outstanding Facility Letter of Credit Obligations with respect to Facility Letters of Credit other than Facility
Letter of Credit 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.


 






    -14-


     


    

 


“GAAP” means generally
accepted accounting principles in the United States of America as in effect from time to time, applied in a manner consistent with that
used in preparing the financial statements referred to in Section 6.1.


 


“Governmental Authority”
means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government (including any supranational bodies such as the European Union or
the European Central Bank).


 


“Guarantors” means
individually and collectively, as the context shall require (i) the Parent (provided that, for the avoidance of doubt, while Parent
shall be included in the definition of Guarantors for all purposes hereunder, Parent shall have no liability under the Springing Guaranty
until the occurrence of a Springing Recourse Event), and (ii) any Subsidiary Guarantor.


 


“Guarantee Obligation”
means, as to any Person (the “guaranteeing person”), any obligation (determined without duplication) of (a) the guaranteeing
person or (b) another Person (including, without limitation, any bank under any Letter of Credit) to induce the creation of which
the guaranteeing person has issued a reimbursement, counter-indemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person
(the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or
indirect security therefore, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation
or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or
hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation
shall not include endorsements of instruments for deposit or collection in the ordinary course of business or guarantees by the Borrower
of liabilities under any interest rate lock agreement utilized to facilitate Secured Indebtedness of another member of the Consolidated
Group or an Investment Affiliate. The amount of any Guarantee Obligation of any guaranteeing Person shall be deemed to be the maximum
stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in
the instrument embodying such Guarantee Obligation), provided, that in the absence of any such stated amount or stated liability, or if
such liability is conditioned upon the taking of certain actions or the occurrence of certain conditions beyond non-payment or non-performance
by the primary obligor, such as liability under non-recourse carveout guaranties, the amount of such Guarantee Obligation shall be such
guaranteeing Person’s reasonably anticipated liability in respect thereof as determined by the Borrower in good faith with respect
to any such Guarantee Obligations of the Consolidated Group.


 


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


 






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“Indebtedness”
of any Person at any date means without duplication, (a) all indebtedness of such Person for borrowed money including without limitation
any repurchase obligation or liability of such Person with respect to securities, accounts or notes receivable sold by such Person, (b) all
obligations of such Person for the deferred purchase price of property or services (other than current trade liabilities incurred in the
ordinary course of business and payable in accordance with customary practices), in each case evidenced by a binding agreement (excluding
premiums or discounts on debt required to be recognized under GAAP), (c) any other indebtedness of such Person which is evidenced
by a note, bond, debenture or similar instrument, (d) all Capitalized Lease Obligations, (e) all obligations of such Person
in respect of acceptances issued or created for the account of such Person, (f) all Guarantee Obligations of such Person (excluding
in any calculation of consolidated Indebtedness of the Consolidated Group, Guarantee Obligations of one member of the Consolidated Group
in respect of primary obligations of any other member of the Consolidated Group), (g) all reimbursement obligations of such Person
for letters of credit and other contingent liabilities, (h) any Net Mark-to-Market Exposure, (i) all liabilities
secured by any Lien (other than Liens for taxes not yet due and payable) on any property owned by such Person even though such Person
has not assumed or otherwise become liable for the payment thereof and (j) all obligations of such Person in respect
of any transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on
the consolidated balance sheet of such Person, and (j) all liabilities of the type described in clauses
(a) through (i) hereof secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise
become liable for the payment thereof.


 


“Interest
Period” means a LIBOR Interest Period.


 


“Interest
Period” means, with respect to each Term SOFR Advance, a period of one, three or six months as selected by the Borrower; provided,
however, that (i) the initial Interest Period for any Advance of a SOFR Loan shall commence on the date of such Advance (the
date of an Advance resulting from a Conversion or Continuation shall be the date of such Conversion or Continuation) and each Interest
Period occurring thereafter in respect of such Advance shall commence on the first day after the last day of the next preceding Interest
Period; (ii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iii) if any Interest
Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day;
provided, however, that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after
which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iv) no
Interest Period for any SOFR Loan may be selected that would end after the Revolving Facility Termination Date or the Term Facility Termination
Date, as the case may be; and (v) if, upon the expiration of any Interest Period, the Borrower has failed to (or may not) elect a
new Interest Period to be applicable to the respective Advance of SOFR Loans as provided above, the Borrower shall be deemed to have elected
to convert such Advance to a Floating Rate Loan effective as of the expiration date of such current Interest Period.


 


“Investment” of
a Person means any Property owned by such Person, including without limitation, any loan, advance (other than commission, travel and similar
advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising
in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any
other Person or any investment in, or purchase or other acquisition of, the stock, partnership interests, notes, debentures or other securities
of any other Person made by such Person.


 


“Investment Affiliate”
means any Person in which the Consolidated Group, directly or indirectly, has made an Investment and whose financial results are not consolidated
under GAAP with the financial results of the Consolidated Group.


 






    -16-


     


    

 


“Investment
Grade Rating” means a Credit Rating of BBB-/Baa3 or higher from either of S&P or Moody’s, respectively.


 


“Investment
Grade Rating Date” means, at any time after the Parent or the Borrower, as applicable, has received an Investment Grade Rating from
either S&P or Moody’s, the date specified by the Borrower in a written notice to the Administrative Agent and the Lenders as
the date on which it irrevocably elects to have the Applicable Margin and Facility Fee determined based on the Borrower’s Credit
Rating.


 


“Issuance Date”
is defined in Section 2A.4(a)(ii).


 


“Issuance Notice”
is defined in Section 2A.4(c).


 


“Issuing Bank”
means, with respect to each Facility Letter of Credit, the Revolving Lender which issues such Facility Letter of Credit. The Administrative
Agent shall be the Issuing Bank; provided, however, that in the event that (A) the Borrower is required by the proposed beneficiary
to have a Facility Letter of Credit issued pursuant to the terms and conditions of this Agreement by an issuer with a higher rating than
KeyBank has at any applicable time of reference (as determined by Moody’s or S&P) or for such other reasons as KeyBank may approve
in its sole discretion and (B) notwithstanding good faith efforts from the Borrower, a proposed beneficiary of a Facility Letter
of Credit will not accept said Facility Letter of Credit from KeyBank, the Borrower shall have the right to elect, with prior written
notice to the Administrative Agent, any Revolving Lender having a higher rating than KeyBank (as determined by Moody’s or S&P)
as the Issuing Bank for that particular Facility Letter of Credit, and if such Revolving Lender agrees to issue such Facility Letter of
Credit, such Revolving Lender shall be an Issuing Bank; provided further, that no other Revolving Lender other than KeyBank shall
be required to be an Issuing Bank and that no more than two (2) other Revolving Lenders in addition to KeyBank may be an Issuing
Bank at any time. When referred to in this Agreement, Issuing Bank shall refer to the Revolving Lender acting as Issuing Bank with
respect to any particular Facility Letter of Credit issued pursuant to the terms and conditions of this Agreement and, with respect to
establishing whether any consent, approval or waiver to be given or granted by the Issuing Banks which, at the time such consent, approval
or waiver is to be given or granted, have issued any outstanding Facility Letters of Credit, shall be required.


 


“KeyBank” means
KeyBank National Association.


 


“Lenders” means
the lending institutions listed on the signature pages hereof, their respective successors and assigns, and any other lending institutions
that subsequently become parties to this Agreement.


 


“Lending Installation”
means, with respect to a Lender, any office, branch, subsidiary or affiliate of such Lender.


 


“Letter of Credit”
of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person
is an account party or for which such Person is in any way liable.


 


“Letter of Credit Collateral
Account” is defined in Section 2A.9.


 


“Letter of Credit Request”
is defined in Section 2A.4(a).


 


“Leverage Ratio”
means Consolidated Outstanding Indebtedness divided by Total Asset Value, expressed as a percentage.


 






    -17-


     


    

 


“LIBOR
Base Rate” means, subject to implementation of a Benchmark Replacement in accordance with Section 3.3,
with respect to any LIBOR Rate Advance for any LIBOR Interest Period, the rate of interest obtained by dividing (i) the rate of interest
per annum (expressed to the fifth decimal place) determined on the basis of the rate for deposits in Dollars for a period equal to the
applicable LIBOR Interest Period as published by the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or
successor quoting service approved by the Administrative Agent, at approximately 11:00 a.m. (London time) two Business Days prior
to the first day of the applicable LIBOR Interest Period by (ii) a percentage equal to 1 minus the stated maximum rate (stated as
a decimal) of all reserves, if any, required to be maintained with respect to eurocurrency funding (currently referred to as “Eurocurrency
liabilities”) as specified in Regulation D of the Board of Governors of the Federal Reserve System (or against any other category
of liabilities which includes deposits by reference to which the interest rate on LIBOR Rate Loans is determined or any applicable category
of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of America). If,
for any reason, the rate referred to in the preceding clause (i) is not so published, then the rate to be used for such clause (i) shall
be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered
by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of the applicable LIBOR Interest Period for a period equal to such LIBOR Interest Period. Any change in the
maximum rate of reserves described in the preceding clause (ii) shall result in a change in LIBOR Base Rate on the date on which
such change in such maximum rate becomes effective. Notwithstanding the foregoing, (x) in no event shall LIBOR Base Rate (including,
without limitation, any Benchmark Replacement with respect thereto) be less than zero and (y) unless otherwise specified in any amendment
to this Agreement entered into in accordance with Section 3.3, in the event that a Benchmark
Replacement with respect to LIBOR Base Rate is implemented then all references herein to LIBOR Base Rate shall be deemed references to
such Benchmark Replacement.


 


“LIBOR
Interest Period” means, with respect to each amount bearing interest at a LIBOR based rate, a period of one, three, six or twelve
months, if available to all applicable Lenders with respect to the applicable Class of Advance, commencing on a Business Day, as
selected by Borrower; provided, however, that (i) any LIBOR Interest Period which would otherwise end on a day which is not a Business
Day shall continue to and end on the next succeeding Business Day, unless the result would be that such LIBOR Interest Period would be
extended to the next succeeding calendar month, in which case such LIBOR Interest Period shall end on the next preceding Business Day
and (ii) any LIBOR Interest Period which begins on a day for which there is no numerically corresponding date in the calendar month
in which such LIBOR Interest Period would otherwise end shall instead end on the last Business Day of such calendar month.


 


“LIBOR
Market Index Rate” means, for any day, LIBOR Base Rate as of that day that would be applicable for a LIBOR Rate Loan having a one-month
Interest Period determined at approximately 10:00 a.m. for such day (rather than 11:00 a.m. (London time) two Business Days
prior to the first day of such LIBOR Interest Period as otherwise provided in the definition of “LIBOR Base Rate”), or if
such day is not a Business Day, the immediately preceding Business Day. The LIBOR Market Index Rate shall be determined on a daily basis.


 


“LIBOR
Rate” means, (i) for any LIBOR Interest Period for a Loan or Advance of a given Class, the sum of (A) the LIBOR Base Rate
applicable thereto divided by one minus the then current Reserve Requirement and (B) the Applicable Margin for such Class of
Loan or Advance in effect from time to time during the applicable LIBOR Interest Period, changing when and as the Applicable Margin for
such Class of Loan or Advance changes and (ii) for any Same-Day Borrowing of a Loan or Advance of a given Class, the sum of
(A) the LIBOR Market Index Rate divided by one minus the then current Reserve Requirement and (B) the Applicable Margin for
such Class of Loan or Advance in effect from time to time, changing when and as the Applicable Margin for such Class of Loan
or Advance changes.


 






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“LIBOR
Rate Advance” means an Advance which bears interest at a LIBOR Rate.


 


“LIBOR
Rate Loan” means a Loan which bears interest at a LIBOR Rate and, for the avoidance of doubt, except as otherwise expressly provided,
shall include Same-Day Borrowings bearing interest at the LIBOR Market Index Rate.


 


“Lien” means any
lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor
or lessor under any conditional sale, Capitalized Lease or other title retention agreement).


 


“Loan” means,
with respect to a Lender, such Lender’s portion of any borrowing hereunder by the Borrower.


 


“Loan Documents”
means this Agreement, the Disclosure Letter, the Subsidiary Guaranty, if any, the Springing Guaranty, the Notes and any other document
from time to time evidencing or securing indebtedness incurred by the Borrower under this Agreement, as any of the foregoing may be amended
or modified from time to time.


 


“Loan Party” means
the Borrower, the Parent and any Subsidiary Guarantor.


 


“Management Fees”,
means, with respect to each Project for any period, an amount equal to the greater of (i) actual management fees payable with respect
thereto and (ii) three percent (3%) per annum on the aggregate base rent and percentage rent due and payable under leases at such
Project.


 


“Marketable Securities”
means Investments in Capital Stock or debt securities issued by any Person (other than an Investment Affiliate) which are publicly traded
on a national exchange, excluding Cash Equivalents.


 


“Material Acquisition”
means any acquisition by the Borrower or any Subsidiary in which the assets acquired exceed 10.0% of the consolidated total assets of
the Borrower and its Subsidiaries determined under GAAP as of the last day of the most recently ending fiscal quarter of the Borrower
for which financial statements are publicly available.


 


“Material Adverse Effect”
means a material adverse effect on (i) the business, operations, property or financial
condition (financial or otherwise) of the Parent and its Subsidiaries, or
the Borrower and its Subsidiaries, in each case, taken as a whole, (ii) the ability of the Borrower and the Loan Parties, taken as
a whole, to perform their obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents.
A material adverse effect on the validity or enforceability of the Subsidiary Guaranty solely with respect
to one or more Subsidiary Guarantors that do not, individually or collectively, constitute Material Subsidiaries shall not be a Material
Adverse Effect hereunder, except to the extent the same would result in a Material Adverse Effect pursuant to either clause (i) or
(ii) above.


 


“Material
Subsidiary” means, at any time of determination, (a) any individual Subsidiary to which more than $150,000,000 of then-current
Total Asset Value is directly or indirectly attributable and (b) each Subsidiary in a group of Subsidiaries (the “Group”)
to which more than $150,000,000 of then-current Total Asset Value is directly attributable on a collective basis to such Group, but only
as and to the extent that there is a material adverse effect on the validity or enforceability of the Subsidiary Guaranty with respect
to all Subsidiaries in such Group.


 






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“Materials of Environmental
Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or
toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation,
asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.


 


“Maximum Legal Rate”
means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged
or received on the indebtedness evidenced by the Note and as provided for herein or in the Note or other Loan Documents, under the laws
of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions hereof.


 


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


 


“Multiemployer Plan”
means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Borrower or any member of
the Controlled Group is a party to which more than one employer is obligated to make contributions.


 


“Negative Pledge”
means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document) which prohibits
or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset
or any other Person; provided, however, that (i) an agreement that conditions a Person’s ability to encumber its assets upon
the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally
prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge and (ii) limitations
on sale or the grant of liens in favor of an arm’s-length purchaser of a customary nature relating to Property subject to a contract
for sale shall not constitute a Negative Pledge so long as such limitation pertains solely to such Property being sold and ceases to apply
upon the closing of such sale or the termination of such contract.


 


“Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits
of such Person arising from Rate Management Transactions or any other Financial Contract. “Unrealized losses” means the fair
market value of the cost to such Person of replacing such Rate Management Transaction or other Financial Contract as of the date of determination
(assuming the Rate Management Transaction or other Financial Contract were to be terminated as of that date), and “unrealized profits”
means the fair market value of the gain to such Person of replacing such Rate Management Transaction or other Financial Contract as of
the date of determination (assuming such Rate Management Transaction or other Financial Contract were to be terminated as of that date).


 


“Net Operating Income”
means, with respect to any Project for any period, “property rental and other income” (as determined by GAAP) attributable
to such Project accruing for such period, without regard for straight-lining of rents or any amortization related to above-market or below-market
leases, plus all master lease income (not to exceed to 5% of Net Operating Income), minus the amount of all expenses (as determined
in accordance with GAAP) incurred in connection with and directly attributable to the ownership and operation of such Project for such
period, including, without limitation, Management Fees and amounts accrued for the payment of real estate taxes and insurance premiums,
but excluding any general and administrative expenses related to the operation of the Borrower, any interest expense, or other debt service
charges, impairment charges, the effects of straight-lining of ground lease rent, bad debt expenses related to the straight-lining of
rents and any other non-cash charges such as depreciation or amortization of financing costs.


 






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


 


“Non-U.S. Lender”
is defined in Section 3.5(iv).


 


“Note” means any
one of those promissory notes substantially in the form of Exhibit B attached hereto from Borrower in favor of the Lenders,
including any amendment, modification, renewal or replacement of any such promissory note or of any note delivered under the Existing
Agreement, provided that, at the request of any Lender, a Note payable to such Lender shall not be issued and the Obligations of the Borrower
hereunder to such Lender shall be evidenced entirely by this Agreement and the other Loan Documents with the same effect as if a Note
had been issued to such Lender.


 


“Notice of Assignment”
is defined in Section 12.3(ii).


 


“Obligations”
means the Advances, the Facility Letters of Credit, the Reimbursement Obligations, the Related Swap Obligations (other than Excluded Swap
Obligations) and all accrued and unpaid fees and all other obligations of Borrower and the other Loan Parties to the Administrative Agent
or the Lenders arising under this Agreement or any of the other Loan Documents, including all payments and other obligations that may
accrue after the commencement of any action or proceeding described in Sections 7.7 and 7.8.


 


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


 


“Other Taxes”
is defined in Section 3.5(ii).


 


“Outstanding Facility
Amount” means, at any time, the sum of all then outstanding Advances and Facility Letter of Credit Obligations.


 


“Outstanding Revolving
Amount” means, at any time the sum of all then-outstanding Revolving Advances and Facility Letter of Credit Obligations.


 


“Parent” is defined
in the Recitals hereto.


 


“Participants”
is defined in Section 12.2(i).


 


“Patriot Act”
is defined in Section 9.15.


 


“Payment Date”
means, with respect to the payment of interest accrued on any Advance, the fifteenth(i) each
Floating Rate Loan and each Daily Simple SOFR Loan, the first day of each calendar month,
subject, in the case of any Payment Date in respect of interest on the Advances, to adjustment in accordance with the Modified Following
Business Day Convention (as defined in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.)).
during the term of such Loan, and (ii) each Term SOFR Loan, the last day of the Interest
Period applicable to the Term SOFR Advance of which such Term SOFR Loan is a part and, in the case of a Term SOFR Advance with an Interest
Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period.


 






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“PBGC” means the
Pension Benefit Guaranty Corporation, or any successor thereto.


 


“Percentage” means
for each Lender the ratio that such Lender’s combined Revolving Commitment and outstanding Term Loans bears to the Aggregate Commitment,
or if the Revolving Commitments have been terminated, the ratio that such Lender’s combined outstanding Revolving Loans and outstanding
Term Loans bears to the total outstanding Advances, in each case expressed as a percentage.


 


“Permitted Liens”
are defined in Section 6.16.means,
as to Property of a Person:


 


(i)               Liens
for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter
can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall
have been set aside on its books, or which are on a Project whose contribution to Total Asset Value is either less than the outstanding
principal balance of Secured Indebtedness encumbering such Project or does not exceed such principal balance by more than five percent
(5%);


 


(ii)              Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary
course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate
proceedings and for which adequate reserves shall have been set aside on their books;


 


(iii)             Liens
arising out of (A) pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions, or other
social security or retirement benefits, or similar legislation or (B) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the
ordinary course of business;


 


(iv)             Easements,
restrictions, rights of tenants and landlords under leases (including ground leases) and similar encumbrances on real property imposed
by law or arising in the ordinary course of business that do not secure any monetary obligations and other similar encumbrances or charges
against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any
material way adversely affect the marketability of the same or adversely interfere with the use thereof in the business of the Borrower
or its Subsidiaries;


 


(v)              Liens
arising out of non-compliance with the requirements of Section 6.5, as and to the extent set forth in the Disclosure Letter and Liens
constituting judgment liens in respect of judgments that do not constitute a Default under Section 7.8; and


 


(vi)             Liens
other than Liens described in subsections (i) through (v) above arising in connection with any Indebtedness permitted hereunder
to the extent such Liens will not result in a Default in any of Borrower’s covenants herein.


 


“Permitted
Transfer Restrictions” means (a) obligations, encumbrances or restrictions contained in any property sale agreement restricting
the creation of Liens on, or the sale, transfer or other disposition of Equity Interests or property that is subject to such property
sale agreement pending such sale; provided that the encumbrances and restrictions apply only to the subsidiary or assets that are subject
to such property sale agreement, (b) reasonable and customary restrictions on transfer, mortgage liens, pledges and changes in beneficial
ownership arising under management agreements and ground leases entered into in the ordinary course of business (including rights of first
offer or refusal arising under such agreements and leases, in each case, that limit, but do not prohibit, sale or mortgage transactions),
and (c) reasonable and customary obligations, encumbrances or restrictions contained in agreements not constituting Indebtedness
entered into with limited partners or members of the Borrower or of any other subsidiary of the Parent imposing obligations in respect
of contingent obligations to make any tax “make whole” or similar payment arising out of the sale or other transfer of assets
reasonably related to such limited partners’ or members’ interest in the Borrower or such subsidiary pursuant to “tax
protection” or other similar agreements.


 






    -22-


     


    

 


“Person” means
any natural person, corporation, limited liability company, joint venture, partnership, association, enterprise, trust or other entity
or organization, or any government or political subdivision or any agency, department or instrumentality thereof.


 


“Plan” means an
employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code as to which the Borrower or any member of the Controlled Group may have any liability.


 


“Preferred Dividends”
means, with respect to any entity, dividends or other distributions which are payable to holders of any ownership interests in such entity
which entitle the holders of such ownership interests to be paid on a preferred basis prior to dividends or other distributions to the
holders of other types of ownership interests in such entity.


 


“Prepayment
Premium” means a premium payable pro rata to the Term Lenders of the Class of Term Loans made on the Second Amendment Effective
Date equal to the following amount for the following periods:


 


	If prepayment occurs:	Prepayment Premium:
	On or before the first anniversary of the Second Amendment Effective Date	2.0% of the aggregate principal amount of Term Loans prepaid.
	After the first anniversary of the Second Amendment Effective Date but on or prior to the second anniversary of the Second Amendment Effective Date	1.0% of the aggregate principal amount of Term Loans prepaid.
	Any date after the second anniversary of the Second Amendment Effective Date	0.0% of the aggregate principal amount of Term Loans prepaid.


 


“Project” means
any real estate asset located in the United States owned by the Parent, the Borrower or any of their respective Subsidiaries or any Investment
Affiliate, and operated or intended to be operated primarily as a retail property, an office property, an industrial property or a mixed
use property. For purposes of this Agreement, if only a portion of such a real estate asset is then the subject of a material redevelopment,
the Borrower may, subject to the reasonable approval of the Administrative Agent, elect to treat such portion as a Project separate and
distinct from the remaining portion of such real estate asset.


 


“Property” of
a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased
or operated by such Person.


 


“Purchasers” is
defined in Section 12.3(i).


 






    -23-


     


    

 


“Qualifying Unencumbered
Pool Property” means any Project which, as of any date of determination, (a) is located in the United States; (b) is wholly
owned by the Borrower or a Wholly-Owned Subsidiary in fee simple or leased, as lessee, by the Borrower or a Wholly-Owned Subsidiary under
the terms of a Financeable Ground Lease; (c) is free of all structural defects or major architectural deficiencies, title defects,
environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively
which are not material to the profitable operation of such Project; and (d) is not, nor is any direct or indirect interest of the
Borrower or any Subsidiary therein, subject to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of
Section 6.16the definition of Permitted Liens
or to any Negative Pledge (other than Negative Pledges permitted under clause (ii) of Section 6.25). No asset shall be
deemed to be unencumbered unless both such asset and all Capital Stock of the Subsidiary owning such asset is unencumbered. Nothing in
this Agreement shall prohibit a Subsidiary from having other Unsecured Indebtedness or unsecured Guarantee Obligations and the existence
of such Unsecured Indebtedness or unsecured Guarantee Obligations shall not prevent any Project owned by such Subsidiary from qualifying
as a Qualifying Unencumbered Pool Property.


 


“Rate Management Transaction”
means any transaction (including an agreement with respect thereto) now existing or hereafter entered into by a Person which is a rate
swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option
with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.


 


“Recourse Indebtedness”
means any Indebtedness of the Borrower or any other member of the Consolidated Group with respect to which the liability of the obligor
is not limited to the obligor’s interest in specified assets securing such Indebtedness, other than with respect to customary exceptions
for certain acts or types of liability such as environmental liability, fraud and other customary nonrecourse carveouts unless they are
judicially determined to have been triggered and then only to the extent of such determination.


 


“Regulation D”
means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or
other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of
the Federal Reserve System.


 


“Regulation U”
means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation
or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying
margin stocks applicable to member banks of the Federal Reserve System.


 


“Regulation X”
means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation
or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying
margin stocks applicable to member banks of the Federal Reserve System.


 


“Reimbursement Obligations”
means at any time, the aggregate of the obligations of the Borrower to the Revolving Lenders, the Issuing Bank and the Administrative
Agent in respect of all unreimbursed payments or disbursements made by the Revolving Lenders, the Issuing Bank and the Administrative
Agent under or in respect of the Facility Letters of Credit. Notwithstanding the foregoing, unless the Borrower shall notify the Administrative
Agent of its intent to repay the Reimbursement Obligation on the date of the related drawing under any Facility Letter of Credit as provided
in Section 2.8(a) and such Reimbursement Obligation is in fact paid by the Borrower on such date, such Reimbursement
Obligation shall simultaneously with such drawing be converted to and become a Floating Rate Advance as set forth in Section 2A.5.


 






    -24-


     


    

 


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


 


“Related Swap Obligations”
means, as of any date, all of the obligations of Borrower arising under any then outstanding Swap Contracts entered into between Borrower
and any Lender or Affiliate of any Lender in respect of the Obligations arising under this Agreement or any of the other Loan Documents.


 


“Release” means
any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing,
or dumping or any Hazardous Material into the environment.


 


“Relevant Governmental
Body” is defined in Section 3.3(h).means the
Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board
or the Federal Reserve Bank of New York, or any successor thereto.


 


“Removal Notice”
is defined in the last paragraph of Article VII.


 


“Replacement
Term Lender” is defined in Section 2.1(d)(iii).


 


“Reportable Event”
means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it
be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of
Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver
of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.


 


“Required Class Lenders”
means, with respect to a Class of Lenders on any date of determination, Lenders of such Class (a) having more than 50%
of the aggregate amount of the Commitments of such Class or if no Commitments of such Class are then in effect, holding more
than 50% of the principal amount of the aggregate outstanding Loans of such Class, or in the case of Revolving Lenders, Revolving Credit
Exposure; provided that in determining such percentage at any given time, all then existing Defaulting Lenders of such Class will
be disregarded and excluded.


 


“Required Lenders”
means, as of any date, Lenders having more than 50% of the aggregate amount of (a) the Revolving Commitments (or if the Revolving
Commitments have been terminated or reduced to zero, the Revolving Credit Exposure) and (b) the aggregate outstanding principal amount
of the Term Loans; provided that (i) in determining such percentage at any given time, all then existing Defaulting Lenders will
be disregarded and excluded, and (ii) at all times when there are two or more Lenders (excluding Defaulting Lenders), the term “Required
Lenders” shall in no event mean less than two Lenders.


 


“Reserve
Requirement” means, with respect to a LIBOR Rate Loan and LIBOR Interest Period, that percentage (expressed as a decimal) which
is in effect on such day, as prescribed by the Federal Reserve Board or other Governmental Authority or agency having jurisdiction with
respect thereto for determining the maximum reserves (including, without limitation, basic, supplemental, marginal and emergency reserves)
for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D) maintained by a member bank
of the Federal Reserve System.


 






    -25-


     


    

 


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


 


“Revolving Advance”
means any Advance comprised solely of one Type of Revolving Loans (or
resulting from conversions or continuations on a given date), and having in the case of any Term SOFR Loans, the same Interest Period.


 


“Revolving Commitment”
means, for each Revolving Lender, the obligation of such Lender to make Revolving Loans on the terms and conditions set forth herein not
exceeding the amount set forth for such Lender on Schedule I as such Lender’s “Revolving Commitment Amount”,
as set forth in an Amendment Regarding Increase executed by such Lender pursuant to Section 2.22 or as set forth in any Notice
of Assignment relating to any assignment that has become effective pursuant to Section 12.3(ii), as such amount may be modified
from time to time pursuant to the terms hereof.


 


“Revolving Credit Exposure”
means, as to any Lender having a Revolving Commitment at any time, the aggregate principal amount at such time of its outstanding Revolving
Loans and such Lender’s participation in Facility Letter of Credit Obligations at such time.


 


“Revolving Extension
Notice” is defined in Section 2.1.


 


“Revolving
Facility Investment Grid Election Date” means the date specified by the Borrower in a written notice to the Administrative Agent
and the Lenders as the date on which it irrevocably elects to have the Applicable Margin for Revolving Advances and the Facility Fee determined
based on the Borrower’s Credit Rating.


 


“Revolving Facility
Termination Date” means January 8, 2026, with respect to outstanding Revolving Loans, as such date may be extended pursuant
to Section 2.1.


 


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


 


“Revolving Loan”
means any Loan made pursuant to a Lender’s Revolving Commitment.


 


“Revolving Percentage”
means for each Revolving Lender the ratio that such Lender’s Revolving Commitment bears to the aggregate Revolving Commitments of
all Revolving Lenders, or if the Revolving Commitments have been terminated, the ratio that such Lender’s outstanding Revolving
Loans bears to the total outstanding Revolving Advances, in each case expressed as a percentage.


 


“Same-Day
Borrowing” means a borrowing of a Loan only for which the date of the Borrowing Notice and the date of the funding of such borrowing
occur on the same day.


 


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


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any Governmental Authority
of the United States of America, including without limitation, OFAC or the U.S. Department of State, or by the United Nations Security
Council, the European Union or any other Governmental Authority, (b) any Person located, operating, organized or resident in a Sanctioned
Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned County or (d) any Person
controlled by any Person or agency described in any of the preceding clauses (a) through (c).


 






    -26-


     


    

 


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


 


“Second
Amendment Effective Date” means July 29, 2022.


 


“Section” means
a numbered section of this Agreement, unless another document is specifically referenced.


 


“Secured Indebtedness”
means any Indebtedness of the Borrower or any other member of the Consolidated Group which is secured by a Lien (other than Permitted
Liens set forth in clauses (i) through (iv) of Section 6.16the
definition thereof) on a Project, any ownership interests in any Person or any other assets which had, in the aggregate, a
value in excess of the amount of such Indebtedness at the time such Indebtedness was incurred. Notwithstanding the foregoing, Secured
Indebtedness shall exclude Recourse Indebtedness that is secured solely by ownership interests in another Person that owns a Project which
is encumbered by a mortgage securing Indebtedness.


 


“Single Employer Plan”
means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any member of the Controlled
Group.


 


“Single Tenant Project”
means any Project that is leased (or is being constructed to be leased) to a single tenant.


 


“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” means 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 SOFR Administrator from time to time.


 


“SOFR
Advance” means a Term SOFR Advance and/or a Daily Simple SOFR Advance, as the context may require.


 


“SOFR
Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.


 


“SOFR”
is defined in Section 3.3(h) Determination Day” has the meaning specified
in the definition of “Daily Simple SOFR”.


 


“SOFR
Index Adjustment ” means for any calculation with respect to a Daily Simple SOFR Loan or a Term SOFR Loan, a percentage equal to
0.10% per annum.


 






    -27-


     


    

 


“SOFR
Loan” means each Loan bearing interest at a rate based upon (a) Adjusted Term SOFR (other than pursuant to clause (iii) of
the definition of “Alternate Base Rate”) or (b) Adjusted Daily Simple SOFR.


 


“SOFR
Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.


 


“S&P” means
Standard & Poor’s Ratings Group and its successorsS&P
Global Inc., and any successor thereto.


 


“Springing Guaranty”
means the Springing Guaranty executed and delivered by the Parent on the First Amendment Effective Date, such Springing Guaranty to be
substantially in the form of Exhibit I.


 


“Springing Recourse
Event” has the meaning given that term in the Springing Guaranty.


 


“Subsidiary” of
a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the
time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries, or (ii) any partnership, limited liability company, joint venture or similar business organization more
than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise
expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Parent.


 


“Subsidiary Guarantor”
means, as of any date, each Subsidiary of the Parent, if any, which is then a party to the Subsidiary Guaranty pursuant to Section 6.26.


 


“Subsidiary Guaranty”
means the guaranty, if any, substantially in the form of Exhibit E attached hereto and executed and delivered pursuant to
Section 6.26, including any joinders executed by additional Subsidiary Guarantors, if any after the Agreement Effective Date.


 


“Substantial Portion”
means, with respect to the Property of the Parent and its Subsidiaries, Property which represents more than 10% of then-current Total
Asset Value.


 


“Swap Contract”
means 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. Not in limitation of the foregoing, the term “Swap
Contract” includes 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, including any such obligations or liabilities under any such master
agreement.


 


“Taxes” means
any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect
to the foregoing, but excluding Excluded Taxes and Other Taxes.


 






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“Term Advance”
means any Advance comprised solely of one Type of Term Loans of a Class (or
resulting from conversions or continuations on a given date), and having in the case of any Term SOFR Loans, the same Interest Period.


 


“Term Commitment”
means, for each Term Lender, the obligation of such Lender to make a Term Loan (including for such purpose and without limitation, “Additional
Term Loans”) as set forth in an Amendment Regarding Increase executed by such Lender pursuant to Section 2.22.


 


“Term
Extension Response Date” is defined in Section 2.1(d).


 


“Term Facility Termination
Date” means, with respect to the Class of Term Loans made on the Second Amendment Effective
Date, July 29, 2029, and with respect to any additional Class of Term Loans made pursuant to Section 2.22, the
termination date for asuch Class of Term
Loans as set forth in an Amendment Regarding Increase executed by such Lender pursuant to Section 2.22.the
Term Lenders of such Class of Term Loans.


 


“Term Lender”
means a Lender having a Term Commitment or holding a Term Loan.


 


“Term Loan” means,
for each Term Lender, a term loan made on the Second Amendment Effective Date or any term loan made thereafter
pursuant to an Amendment Regarding Increase executed by such Lender pursuant to Section 2.22.


 


“Term Percentage”
means for each Term Lender of a given Class, the ratio that such Term Lender’s outstanding Term Loans of such Class bears to
the total outstanding Term Advances of such Class, expressed as a percentage.


 


“Term
SOFR” means for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable
Interest Period on the day (such day, the “Lookback Day”) that is two SOFR Business Days prior to the first day of such Interest
Period (and rounded in accordance with the Administrative Agent’s customary practice) , as such rate is published by the Term SOFR
Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Lookback Day the Term SOFR Reference Rate for
the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator
on the first preceding SOFR Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator
so long as such first preceding SOFR Business Day is not more than three SOFR Business Days prior to such Lookback Day, and for any calculation
with respect to a Floating Rate Loan, the Term SOFR Reference Rate for a tenor of one month on the day that is two SOFR Business Days
prior to the date the Alternate Base Rate is determined, subject to the proviso provided above.


 


“Term SOFR”
is defined in Section 3.3(h Administrator” means CME (or a successor administrator
of the Term SOFR Reference Rate, as selected by the Administrative Agent in its reasonable discretion).


 


“Term
SOFR Advance” means an Advance comprised of Term SOFR Loans.


 


“Term
SOFR Loan” means each Loan bearing interest at a rate based upon Adjusted Term SOFR (other than pursuant to clause (iii) of
the definition of Alternate Base Rate).


 


“Term
SOFR Reference Rate” means the forward-looking term rate based on SOFR.


 






    -29-


     


    

 


“Total Asset Value”
means, as of any date, (i) (A) the Consolidated NOI attributable to Projects owned by the Parent or a member of the Consolidated
Group (excluding 100% of the Consolidated NOI attributable to Projects not owned for at least four (4) full fiscal quarters as of
the end of the fiscal quarter for which Consolidated NOI is calculated and provided that the contribution to Consolidated NOI on account
of any Project shall not in any event be a negative number) divided by (B) the Capitalization Rate, plus (ii) 100% of the price
paid for any such Projects first acquired by the Parent or a member of the Consolidated Group during such four (4) full fiscal quarter
period, plus (iii) cash, Cash Equivalents and Marketable Securities owned by the Consolidated Group as of the end of such fiscal
quarter, plus (iv) the Consolidated Group Pro Rata Share of (A) Consolidated NOI attributable to Projects owned by Investment
Affiliates (excluding Consolidated NOI attributable to Projects not owned for the entire four (4) full fiscal quarters on which Consolidated
NOI is calculated and provided that the contribution to Consolidated NOI on account of any Project shall not in any event be a negative
number) divided by (B) the Capitalization Rate, plus (v) the Consolidated Group Pro Rata Share of the price paid for such Projects
first acquired by an Investment Affiliate during such four (4) full fiscal quarters, plus (vi) Construction in Progress at book
value, plus (vii) First Mortgage Receivables owned by the Consolidated Group (at the lower of book value or market value), plus (viii) Unimproved
Land at book value. To the extent the amount of Total Asset Value attributable to Unimproved Land, Investments in Investment Affiliates,
Construction in Progress, First Mortgage Receivables and Marketable Securities would exceed 25% of Total Asset Value, such excess shall
be excluded from Total Asset Value; provided, however that to the extent the amount of Total Asset Value attributable to (v) Unimproved
Land and Construction in Progress exceeds 15% of the Total Asset Value, (w) Investment Affiliates exceeds 20% of the Total Asset
Value, (x) First Mortgage Receivables exceeds 10% of the Total Asset Value or (y) Marketable Securities exceeds 10% of Total
Asset Value, such excess shall be excluded from Total Asset Value.


 


“Transferee” is
defined in Section 12.4.


 


“Type” means,
with respect to any Advance, its nature as either a Floating Rate Advance or LIBOR Rate Advance,
a Daily Simple SOFR Advance or a Term SOFR Advance or, with respect to any Loan, its nature as a Floating Rate Loan, a Daily Simple SOFR
Loan or a Term SOFR Loan.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from 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”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Unencumbered Interest
Coverage Ratio” means, as of any date, the aggregate Unencumbered Pool Property NOI as of such date divided by the Unsecured Interest
Expense for the most recent four (4) fiscal quarters for which financial results have been reported.


 


“Unencumbered Leverage
Ratio” means, as of any date, the then-current Unsecured Indebtedness of the Consolidated Group divided by the then-current Unencumbered
Pool Value.


 


“Unencumbered Pool”
means as of any date, all then-current Unencumbered Pool Properties.


 






    -30-


     


    

 


“Unencumbered Pool Property”
means, as of any date, any Project which is a Qualifying Unencumbered Pool Property as of such date.


 


“Unencumbered Pool Property
NOI” means, as of any date, the aggregate Net Operating Income for the most recent four (4) fiscal quarters for which financial
results have been reported attributable to Unencumbered Pool Properties as of such date.


 


“Unencumbered Pool Value”
means, as of any date, the sum of (a)(i) the aggregate Adjusted Unencumbered Pool NOI attributable to all Unencumbered Pool Properties
which have been owned by the Borrower or a Subsidiary for the most recent four (4) full fiscal quarters for which financial results
of Borrower have been reported (provided that the contribution to Adjusted Unencumbered Pool NOI on account of any Unencumbered Pool Property
shall not in any event be a negative number) divided by (ii) the Capitalization Rate plus (b) the aggregate acquisition
cost of all Unencumbered Pool Properties which have not been so owned by a Subsidiary for such period of four (4) consecutive entire
fiscal quarters, plus (c) unencumbered Unimproved Land and Construction in Progress, both at book value. For purposes of this
definition, to the extent (i) the value attributable to Unimproved Land and any other land not included in Unimproved Land and Construction
in Progress, would exceed 10% of the Unencumbered Pool Value, (ii) the value attributable to any one (1) Unencumbered Pool Property
would exceed 15% of the Unencumbered Pool Value, (iii) the aggregate value attributable to those Single Tenant Projects which are
leased to the same tenant (or Affiliates of the same tenant), would exceed 15% of the Unencumbered Pool Value; (iv) the aggregate
value attributable to all Single Tenant Projects where the remaining unexpired term of the lease of such Single Tenant Project to the
tenant of such Single Tenant Project (without giving effect to any unexercised options of such tenant to extend the term of such lease)
is less than five (5) years, would exceed 15% of the Unencumbered Pool Value, or (v) the aggregate value attributable to Unencumbered
Pool Properties which are occupied pursuant to Financeable Ground Leases would exceed 20% of Unencumbered Pool Value, each such excess
amount shall be excluded from Unencumbered Pool Value.


 


“Unfunded Liabilities”
means the amount (if any) by which the present value of all vested nonforfeitable benefits under all Single Employer Plans exceeds the
fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such
Plans.


 


“Unimproved Land”
means, as of any date, any land which (i) is not appropriately zoned for retail development, (ii) does not have access to all
necessary utilities or (iii) does not have access to publicly dedicated streets, unless such land has been designated in writing
by the Borrower in a certificate delivered to the Administrative Agent as land that is reasonably expected to satisfy all such criteria
within twelve (12) months after such date. For purposes of clarification, if any, such land shall be deemed to be included in Construction
in Progress as of such date of designation and from and after such date shall not be considered Unimproved Land.


 


“Unmatured Default”
means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.


 


“Unsecured Indebtedness”
means, with respect to any Person, all Indebtedness of such Person for borrowed money that does not constitute Secured Indebtedness.


 


“Unsecured Interest
Expense” means, for any period, all Consolidated Interest Expense for such period attributable to Unsecured Indebtedness.


 


“USD
LIBOR” is defined in Section 3.3(h).


 






    -31-


     


    

 



 


“Wholly-Owned Subsidiary”
of a Person means (i) any Subsidiary all of the beneficial ownership 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 beneficial ownership of which shall at the time be so owned or controlled.


 


“Write-Down and Conversion
Powers” means (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 such 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.


 


The foregoing definitions
shall be equally applicable to both the singular and plural forms of the defined terms.


 


ARTICLE II. 

THE CREDIT


 


2.1.          Advances.


 


(a)            Generally.
Subject to the terms and conditions of this Agreement, (a) the Revolving Lenders severally
agree to make Revolving Advances through the Administrative Agent to the Borrower in Dollars from time to time prior to the Revolving
Facility Termination Date, and to support the issuance of Facility Letters of Credit under Article IIA of this Agreement,
and (b) each Term Lender severally agrees to make a Term Loan on the Second Amendment Effective Date
in an amount equal to its Term Commitment, provided that the making of any such Advance or the issuance of such Facility
Letter of Credit will not:


 


(i)            cause
the then-current Outstanding Facility Amount to exceed the then-current Aggregate Commitment; or


 


(ii)           cause
the then-current Outstanding Revolving Amount to exceed the then-current aggregate Revolving Commitments; or


 


(iii)          [reserved];
or


 


(iv)          cause
the then-outstanding Facility Letters of Credit Obligations to exceed the Facility Letter of Credit Sublimit; or


 


(v)           cause
the Unencumbered Leverage Ratio to exceed the maximum percentage then permitted under Section 6.21(iii).


 






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Subject to Section 2.2,
the Advances may be, Floating Rate Advances or LIBOR RateSOFR
Advances. Each Revolving Lender shall fund its Revolving Percentage of each such Revolving Advance, no Revolving Lender will be required
to fund any amounts which, when aggregated with such Lender’s Revolving Percentage of all other Revolving Advances then outstanding
and of all Facility Letter of Credit Obligations, would exceed such Lender’s then-current Revolving Commitment and
no Term Lender will be required to fund any amount which would cause such Term Lender’s Term Loan to exceed its Term Commitment.
This facility (“Facility”) is both a term loan and a revolving credit facility. Subject to the provisions of this Agreement,
Borrower may request Revolving Advances hereunder from time to time, repay such Revolving Advances and reborrow Revolving Advances at
any time prior to the Revolving Facility Termination Date.


 


(b)            [reserved].


(b)            Term
Commitments on the Second Amendment Effective Date. On the Second Amendment Effective Date, the parties hereto agree that the amount of
each Term Lender’s Term Commitment is as set forth on Schedule I. On the Second Amendment Effective Date, each Term Loan Lender
shall severally make a Term Loan in an amount equal to its Term Commitment as contemplated in Section 2.1(a) above and, upon
the making of such Term Loan, the aggregate principal amount of Term Loans for each Term Lender outstanding shall be equal to such Term
Lender’s Term Commitment. Except for Notes to be provided to the Term Lenders, no other documents, instruments or assignment fees
shall be, or shall be required to be, executed or paid in connection with such allocations (all of which are hereby waived, as necessary).
After giving effect to such additional Term Advances, the outstanding Term Loans shall fully satisfy the Term Lenders’ obligations
under their respective Term Commitments, and the Term Lenders shall have no further obligation to make Term Advances to the Borrower.
Once repaid or prepaid the Term Loans may not be reborrowed.


 


(c)            Extension
of Revolving Facility Termination Date. The Revolving Facility Termination Date can be extended at the Borrower’s request for
two (2) extension periods of six-months each upon written notice to the Administrative Agent received by the Administrative Agent
not later than 90 days prior to the then-current Revolving Facility Termination Date (a “Revolving Extension Notice”),
provided that (i) no Default or Unmatured Default of which, in the case of an Unmatured Default, either the Administrative Agent
has notified the Borrower or the Borrower has notified the Administrative Agent and the Lenders pursuant to Section 6.3, has
occurred and is continuing when the Revolving Extension Notice is given and on the day immediately preceding the first day of such extension
period, (ii) the representations and warranties contained in Article V shall be true and correct in all material respects
as of the date of Revolving Extension Notice and on the day immediately preceding the first day of such extension period, except to the
extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty
shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under
the Loan Documents, and (iii) the Borrower pays, on or prior to the first day of the applicable extension period, an extension fee
to the Administrative Agent for the account of the Revolving Lenders equal to (0.075%) of the then-current Revolving Commitment of each
such Lender. In no event shall the Revolving Facility Termination Date be extended to a date later than January 8, 2027 except as
otherwise permitted by Section 8.2.


 






    -33-


     


    

 


(d)            [reserved].


(d)            Amend
and Extend (Term Facility Termination Date). The Borrower may, by delivering a written notice to the Administrative Agent (who shall promptly
deliver a copy to each of the Term Lenders) not less than 60 days, but not more than 365 days, in advance of the Term Facility Termination
Date in effect at such time for any applicable Class of Term Loans (the “Existing Term Facility Termination Date”), request
that the Term Lenders extend the Existing Term Facility Termination Date. Each Term Lender, acting in its sole discretion, shall, by written
notice to the Administrative Agent given not later than the date that is the 20th day after the date of the such request (the “Term
Extension Response Date”), advise the Administrative Agent in writing whether or not such Term Lender agrees to the requested extension.
Each Term Lender that advises the Administrative Agent that it will not extend the Existing Term Facility Termination Date is referred
to herein as a “Non-Extending Term Lender”; provided, that any Term Lender that does not advise the Administrative Agent of
its consent to such requested extension by the Term Extension Response Date and any Term Lender that is a Defaulting Lender on the Term
Extension Response Date shall be deemed to be a Non-Extending Term Lender. The Administrative Agent shall notify the Borrower of the Term
Lenders’ elections promptly following the Term Extension Response Date. The election of any Term Lender to agree to such an extension
shall not obligate any other Term Lender to so agree. The Term Facility Termination Date may be extended no more than two times pursuant
to this Section 2.1(d). Each extension pursuant to this Section 2.1(d) shall be offered ratably to each Term Lender and
shall be subject to the following provisions:


 


		(i)	If, by the Term Extension Response Date, Term Lenders holding then existing Term Loans that aggregate
50% or more of the total outstanding Term Loans shall constitute Non-Extending Term Lenders, then the Existing Term Facility Termination
Date shall not be extended and the outstanding principal balance of all Term Loans and other amounts payable hereunder shall be payable
on the Existing Term Facility Termination Date in effect prior to such extension.



 


		(ii)	If (and only if), by the Term Extension Response Date, Term Lenders holding Term Loans that aggregate
more than 50% of the total outstanding Term Loans shall have agreed to extend the Existing Term Facility Termination Date (each such consenting
Term Lender, an “Extending Term Lender”), then effective as of the Existing Term Facility Termination Date, the Term Facility
Termination Date for such Extending Term Lenders shall be so extended (subject to satisfaction of the conditions set forth in this Section 2.1(d)).
In the event of such extension, the outstanding principal balance of all Term Loans, accrued interest and other amounts payable hereunder
to such Non-Extending Term Lender shall become due and payable on such Existing Term Facility Termination Date and, subject to Section 2.1(d)(iii) below,
the total Term Loans hereunder shall be reduced by the Term Loans of the Non-Extending Term Lenders so terminated on such Existing Term
Facility Termination Date.



 


		(iii)	In the event of any extension of the Existing Term Facility Termination Date pursuant to this Section 2.1(d),
the Borrower shall have the right on or before the Existing Term Facility Termination Date, at its own expense, to require any Non-Extending
Term Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 12.3)
all its interests, rights (other than its rights to payments due to such Lender pursuant to Sections 3.4, Section 9.7 or otherwise
under the Loan Documents, in each case, arising prior to the effectiveness of such assignment) and obligations under this Agreement to
one or more banks or other financial institutions identified to the Non-Extending Term Lender by the Borrower, which may include any existing
Term Lender (each a “Replacement Term Lender”); provided, that (x) such Replacement Term Lender, if not already a Term
Lender hereunder, shall be subject to the approval of the Administrative Agent to the extent the consent of the Administrative Agent would
be required to effect an assignment under Section 12.3; such assignment shall become effective as of a date specified by the Borrower
(which shall not be later than the Existing Term Facility Termination Date in effect for such Non-Extending Term Lender prior to the effective
date of the requested extension) and the Replacement Term Lender shall pay to such Non-Extending Term Lender in immediately available
funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal
amount Term Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such
date.



 






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		(iv)	Any extension of the Existing Term Facility Termination Date pursuant to this Section 2.1(d) shall
not be effective unless:



 


		a.	No Default or Unmatured Default of which, in the case of an Unmatured
Default, either the Administrative Agent has notified the Borrower or the Borrower has notified the Administrative Agent and the Lenders
pursuant to Section 6.3, shall have occurred and be continuing on the date of such extension and after giving effect thereto;



 


		b.	The representations and warranties contained in Article V shall be
true and correct in all material respects on and as of the date of such extension and after giving effect thereto, as though made on and
as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case
such representation or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances
not prohibited under the Loan Documents; and



 


		c.	The Borrower shall deliver to the Administrative Agent a certificate of
the Borrower dated as of the Existing Term Facility Termination Date signed by an Authorized Officer of the Borrower certifying that,
as of such date, the each of the conditions set forth in this Section 2.1(d)(iv) are satisfied.



 


		(v)	In connection with any extension of the Existing Term Facility Termination Date pursuant to this Section 2.1(d),
the Borrower, the Administrative Agent and each extending Lender may, without the consent of any other Lender, make such amendments to
this Agreement as the Administrative Agent reasonably determines to be necessary to evidence such extension (it being understood that
the foregoing shall supersede any provisions of Section 8.2 to the contrary); provided, in all events, that (A) the interest
margins with respect to the extended Term Loans may be different than the interest margins for the non-extended Term Loans from and after
the Existing Term Facility Termination Date and upfront fees may be paid solely to the Extending Term Lenders, in each case, to the extent
provided in the applicable extension amendment; (B) the applicable extension amendment may provide for other covenants and other
terms that apply solely to any period after the latest applicable Term Facility Termination Date of the Term Loans being extended unless
all outstanding Term Loans receive the benefit of such covenants and other terms; (C) no extended Term Loans shall be entitled to
the benefit of any collateral or guarantees while any existing Revolving Commitments or Revolving Loans or Term Loans of any other Class not
included in such extension are outstanding unless all outstanding existing Loans also receive the benefit of such collateral or guarantees;
(D) all or any of the scheduled amortization payments of principal of the extended Term Loans (including the maturity date) may be
delayed to later dates than the scheduled amortization payments of principal (including the maturity date) of the existing Term Loans
of the Class subject to extension pursuant to this Section 2.1(d); and (E) no extended Term Loans may be optionally prepaid
prior to the date on which the existing Term Loans of the Class subject to extension pursuant to this Section 2.1(d) are
repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of such existing Term Loans.



 






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(e)            [reserved].


 


(f)            Revolving
Commitments on the FirstSecond
Amendment Effective Date. On the FirstSecond
Amendment Effective Date, the parties hereto agree that the amount of each Revolving Lender’s Revolving Commitment is as set forth
on Schedule I. On the FirstSecond Amendment
Effective Date, the Revolving Commitment of each of the Revolving Lenders, the outstanding amount of all outstanding Revolving Loans and
the participation interests of the Revolving Lenders in any outstanding Facility Letters of Credit shall be allocated among the Revolving
Lenders in accordance with their respective Revolving Percentages. To effect such allocations, (1) each Revolving Lender whose Revolving
Percentage on the FirstSecond Amendment Effective
Date exceeds the Revolving Percentage applicable to its Revolving Commitment under this Agreement and (2) any Lender providing a
new Revolving Commitment hereunder on the FirstSecond
Amendment Effective Date, shall make a Revolving Advance in such amount as is necessary so that the aggregate principal amount of Revolving
Loans held by such Lender as of the FirstSecond
Amendment Effective Date shall equal such Lender’s Revolving Percentage of the aggregate outstanding amount of the Revolving Loans
as of the FirstSecond Amendment Effective
Date. The Administrative Agent shall make such amounts of the proceeds of such Revolving Loans available to each Revolving Lender whose
Revolving Percentage is less than the amount of such Lender’s Revolving Percentage applicable to its Revolving Commitment under
this Agreement immediately prior to the FirstSecond
Amendment Effective Date as is necessary so that the aggregate principal amount of Revolving Advances held by such Lender as of the FirstSecond
Amendment Effective Date shall equal such Lender’s Revolving Percentage of the aggregate principal amount of the Revolving Advances
as of the FirstSecond Amendment Effective
Date. Except for Notes to be provided to the Revolving Lenders, no other documents, instruments or assignment fees shall be, or shall
be required to be, executed or paid in connection with such allocations (all of which are hereby waived, as necessary).


 


2.2.          Ratable
and Non Ratable Advances. Revolving Advances hereunder shall consist of Revolving Loans made from the Revolving Lenders ratably based
on each Revolving Lender’s Revolving Percentage. Term Advances hereunder shall consist of Term Loans
made from the Term Lenders ratably based on each Term Lender’s Term Percentage. The Advances may be Floating Rate Advances,
LIBOR RateSOFR Advances or a combination thereof,
selected by the Borrower in accordance with Sections 2.8 and 2.9.


 






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2.3.          Final
Principal Payment. Any outstanding Revolving Advances and all other unpaid obligations related or allocable to the Revolving Commitments
and any other obligations under this Agreement not specifically related or allocable to the Term Advances shall be paid in full by the
Borrower on the Revolving Facility Termination Date. Any outstanding Term Advances, and all other unpaid Obligations relating or allocable
to the Term Loans shall be paid in full by the Borrower on the Term Facility Termination Date.


 


2.4.          [Reserved].


 


2.5.          Facility
Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee (the “Facility
Fee”) equal to an aggregate amount computed on a daily basis by multiplying (i) the Facility Fee Percentage applicable to such
day, expressed as a per diem rate, times (ii) the Revolving Commitments in effect on such day. The Facility Fee shall be payable
quarterly in arrears on the first Business Day of each calendar quarter (for the prior calendar quarter) and upon any termination of the
Revolving Commitments in their entirety. Following its receipt of any such Facility Fee, Administrative Agent shall promptly pay to each
Lender with a Revolving Commitment an aggregate amount equal to the sum of such Lender’s Revolving Percentage of the daily amount
of such Facility Fee, based on such Lender’s Revolving Commitment on such day. The Facility Fee shall be computed on a 360 day year,
and actual days elapsed.


 


2.6.          Other
Fees. The Borrower agrees to pay all fees payable to the Administrative Agent and the Arrangers pursuant to (i) (X) the
Borrower’s letter agreement with the Administrative Agent, the Book Managers and Wells Fargo Bank, National Association dated as
of June 3, 2021, and (Y) the Borrower’s letter agreement with the Administrative Agent and KeyBanc Capital Markets Inc.,
dated as of September 27, 2021 (collectively, the “Fee Letter”), and (ii) such other written agreements regarding
this Agreement with the Arrangers.


 


2.7.          Minimum
Amount of Each Advance. Each Advance shall be in the minimum amount of $1,000,000; provided, however, that any Floating Rate Advance
constituting a Revolving Advance may be in the amount of the unused aggregate Revolving Commitments.


 


2.8.          Principal
Payments.


 


(a)            Optional.
The Borrower may from time to time pay, without penalty or premium, all or any part of outstanding Floating
Rate Advances of a Class without prior notice to the Administrative Agent. A LIBOR Rate (except
for the Prepayment Premium then due, if any, in connection with any repayment of the Class of Term Loans made on the Second Amendment
Effective Date, which Prepayment Premium shall be paid concurrently with any such prepayment), all or any part of the Loans owning by
it; provided, that, the Borrower shall give the Administrative Agent written or telephonic notice (and in the case of telephonic notice,
promptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay the Loans, the amount of such prepayment
and (in the case of SOFR Loans) the specific Advance(s) for which the prepayment is to be made, which notice shall be received by
the Administrative Agent by (y) 11:00 A.M. (Cleveland, Ohio time) at least two (2) Business Days prior to the date of
such prepayment, in the case of any prepayment of SOFR Loans, or (z) 11:00 A.M. (Cleveland, Ohio time) on date of such prepayment,
in the case of any prepayment of Floating Rate Loans, and which notice shall promptly be transmitted by the Administrative Agent to each
of the affected Lenders; provided, that, (i) each partial prepayment shall be in an aggregate principal amount of at least
(A) in the case of any prepayment of a SOFR Loan, $500,000 (or, if less, the full amount of such Advance), or an integral multiple
of $100,000, and (B) in the case of any prepayment of a Floating Rate Loan, $250,000 (or, if less, the full amount of such Advance),
or an integral multiple of $100,000. Without limiting the foregoing, a Term SOFR Advance may be paid on the last day of the
applicable Interest Period or, if and only if the Borrower pays any amounts due to the Lenders under Sections 3.4 and 3.5 as a result
of such prepayment, on a day prior to such last day. Unless otherwise directed by the Borrower by written notice to the Administrative
Agent, all principal payments made when no Default has occurred and is continuing shall first be applied to repay all outstanding Revolving
Advances and then to repay the Term Advances of each Class of Term Loans (and
with respect to each Class of Loans, first, to the principal of Floating Rate Loans, second, to the principal of Daily Simple SOFR
Loans, and third, to the principal of Term SOFR Loans). If a Default has occurred and is continuing such principal payment
shall be applied as provided in Section 8.5.


 






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(b)           Mandatory.
Mandatory partial principal payments (together with the Prepayment Premium then due in respect of such
payment, if any, to the extent such prepayment is applied to the Class of Term Loans made on the Second Amendment Effective Date)
shall be due from time to time if, (i) due to an increase in the aggregate amount of Unsecured Indebtedness of the Consolidated
Group or any reduction in the Unencumbered Pool Value or in the Adjusted Unencumbered Pool NOI, whether by an Unencumbered Pool Property
failing to continue to satisfy the requirement for qualification as a Qualifying Unencumbered Pool Property or by a reduction in the Unencumbered
Pool Value or the Adjusted Unencumbered Pool NOI attributable to any Unencumbered Pool Property, the Unsecured Indebtedness of the Consolidated
Group shall be in excess of the maximum amount permitted to be outstanding under clause (iii) of Section 6.21 or (ii) without
limiting the effect of any other provision of this Agreement requiring such a principal payment, any of the categories of the Obligations
described in clauses (i) - (ii) of Section 2.1(a) shall be in excess of the maximum amount set forth in the
applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such
maximum amount. Such mandatory principal payments shall be due and payable (iX)
in the case of any such reduction arising from results reported in athe
quarterly financial statementstatements of
Parent and related Compliance Certificate, ten (10) Business Days after delivery of such quarterly financial statementstatements
and Compliance Certificate under Section 6.1 evidencing such reduction or (iiY)
in all other cases, ten (10) Business Days after Borrower’s receipt of written notice from the Administrative Agent of the
existence of any condition requiring any such mandatory principal payment (which written notice shall include reasonably detailed evidence
in support of such determination).; provided, however,
that with respect to a mandatory partial principal payment required in respect of clause (i) of the foregoing sentence, the Borrower
may elect, in lieu of making such mandatory partial principal payment hereunder, to reduce other Unsecured Indebtedness of the Consolidated
Group in the amount needed to restore Borrower to compliance with such covenants, in each case, within such applicable ten (10) Business
Day period.


 


Borrower
acknowledges that the Prepayment Premium is bargained for consideration and is not a penalty. Borrower recognizes that the Term Lenders
would incur substantial additional costs and expense in the event of a prepayment of the Term Advances made on the Second Amendment Effective
Date (including, without limitation, the loss of Lenders’ investment opportunity during the period from the prepayment date until
the Term Facility Termination Date). Borrower agrees that the Term Lenders shall not, as a condition to receiving the Prepayment Premium,
be obligated to actually reinvest the amount prepaid in any obligation or in any other manner whatsoever. If, following the occurrence
and during the continuance of any Default, Borrower shall tender payment of an amount sufficient to pay the Term Advances made on the
Second Amendment Effective Date in whole or in part on or before the second anniversary of the Second Amendment Effective Date, such tender
by Borrower shall be deemed to be a voluntary prepayment in the amount tendered and in such case Borrower shall also pay to Administrative
Agent, with respect to the amount tendered, the applicable Prepayment Premium for the pro rata benefit of the Term Lenders of such Class.
Administrative Agent shall not be obligated to accept any such tender unless it is accompanied by the Prepayment Premium due in connection
therewith.


 






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2.9.          Method
of Selecting Classes and Types and Interest Periods for New Advances. The Borrower shall select the Class and Type of Advance
and, in the case of each LIBOR RateTerm SOFR
Advance that is not a Same-Day Borrowing, the LIBOR
Interest Period applicable to eachsuch
Advance from time to time in accordance with this Section or Section 2.10, as applicable. The Borrower shall give the Administrative
Agent irrevocable notice (a “Borrowing Notice”) in the form attached as Exhibit F and made a part hereof
(i) not later than 1:00 p.m.10:00 A.M.,
Cleveland, Ohio time, on the Business Day immediately preceding
the Borrowing Date of each Floating Rate Advance (other than any Same-Day Borrowing)or
Daily Simple SOFR Advance, and (ii) not later than 10:00 a.m.,
Cleveland, Ohio time, at least three (3) Business Days before the Borrowing Date for each LIBOR
Rate Advance (other than any Same-Day Borrowing) and (iii) not later than 10:00 a.m. Cleveland, Ohio time on the same day as
the Borrowing Date for each Same-Day BorrowingTerm SOFR Advance, which shall
specify:


 


(i)            the
Borrowing Date, which shall be a Business Day, of such Advance,


 


(ii)           the
aggregate amount of such Advance,


 


(iii)          the
Class and Type of Advance selected, and


 


(iv)          [reserved];
and


 


(viv)        in
the case of each LIBOR RateTerm
SOFR Advance, the LIBOR Interest Period applicable thereto (or
in the case of a Same-Day Borrowing, the LIBOR Market Index Rate).


 


Each Lender required to make
a Loan in connection with a requested Advance shall make available its Loan or Loans, in funds immediately available in Cleveland, Ohio
to the Administrative Agent at its address specified pursuant to Article XIII on each Borrowing Date not later than noon (Cleveland,
Ohio time). The Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative
Agent’s aforesaid address.


 


No LIBORTerm
SOFR Interest Period may end after the applicable Facility Termination Date for such Class of Advances and, unless the
Required Lenders otherwise agree in writing, in no event may there be more than seven (7) different LIBOR
Interest Periods for LIBOR RateTerm SOFR
Advances outstanding at any one time.


 


2.10.        Conversion
and Continuation of Outstanding Advances. Floating Rate Advances of a Class shall continue as Floating Rate Advances of such
Class unless and until such Floating Rate Advances are converted into LIBOR RateDaily
Simple SOFR Advances of the same Class or Term SOFR Advances of the same Class. Daily Simple SOFR Advances of a Class shall
continue as Daily Simple SOFR Advances of such Class unless and until such Daily Simple SOFR Advances are converted into Floating
Rate Advances of the same Class or Term SOFR Advances of the same Class. Each LIBOR RateTerm
SOFR Advance of a Class shall continue as a LIBOR RateTerm
SOFR Advance of such Class until the end of the then applicable Interest Period thereforetherefor,
at which time such LIBOR RateTerm SOFR Advance
shall be automatically converted into a Floating Rate Advance of the same Class unless the Borrower shall have given the Administrative
Agent a “Conversion/Continuation Notice” requesting that, at the end of such Interest Period, such LIBOR
RateTerm SOFR Advance either continue as a LIBOR
RateTerm SOFR Advance of the same Class for the same or another Interest
Period or be converted to an Advance of another Type but of the same Class. Subject to the terms of Section 2.7, the Borrower
may elect from time to time to convert all or any part of a Floating Ratean
Advance of one Type of a Class into a LIBOR Ratean
Advance of another Type of the same Class and vice versa; provided that any conversion
of any LIBOR RateTerm SOFR Advance shall be
made on, and only on, the last day of the Interest Period applicable thereto. The Borrower shall give the Administrative Agent irrevocable
notice (a “Conversion/Continuation Notice”) of each(X) in
the case of a conversion of an Advance to a LIBOR RateTerm
SOFR Advance or a continuation of a LIBOR RateTerm
SOFR Advance not later than 10:00 a.m. (Cleveland, Ohio time), at least three (3) Business
Days, in the case of a conversion into or continuation of a LIBOR Rate Advance,  prior
to the date of the requested conversion or continuation, or (Y) in the case of a conversion into
or continuation of a Floating Rate Advance or a Daily Simple SOFR Advance, not later than 10:00 a.m. (Cleveland, Ohio time) on the
date of the requested conversion or continuation, specifying:


 






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(i)            the
requested date which shall be a Business Day, of such conversion or continuation;


 


(ii)           the
aggregate amount and Type of the Advance which is to be converted or continued;


 


(iii)          the
Class of Advance which is to be converted or continued; and


 


(iv)          the
amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into
or continuation of a LIBOR RateTerm SOFR Advance,
the duration of the Interest Period applicable thereto.


 


2.11.        Changes
in Interest Rate, Etc. Each Floating Rate Advance of a Class and each Daily Simple SOFR Advance
of a Class shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance
is made or is converted from a LIBOR RateTerm SOFR
Advance into a Floating Rate Advance or a Daily Simple SOFR Advance, as the case may be, pursuant
to Section 2.10 to but excluding the date it becomes due or is converted into a LIBOR RateTerm
SOFR Advance pursuant to Section 2.10 hereof, at a rate per annum equal to (X) for
a Floating Rate Advance, the Floating Rate applicable to such Class of Advance in effect from time to time.
Changes (it being understood that changes in the rate of interest on that portion
of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate.
Each LIBOR Rate) and (Y) for a Daily Simple SOFR Advance, the rate per annum equal
to Adjusted Daily Simple SOFR in effect from time to time plus the Applicable Margin for such Class of Daily Simple SOFR Advances
(it being understood that changes in the rate of interest on that portion of any Advance maintained as a Daily Simple SOFR Advance will
take effect simultaneously with each change in Daily Simple SOFR). Each Term SOFR Advance shall bear interest from and including
the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the LIBOR
Raterate per annum equal to Adjusted Term SOFR applicable to such Class of
LIBOR RateTerm SOFR Advance plus the Applicable Margin
for such Class of Term SOFR Advance.


 


2.12.        Rates
Applicable After Default. Notwithstanding anything to the contrary contained in Section 2.9 or 2.10, during the
continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be
revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring consent of affected Lenders
to changes in interest rates), declare that no Advance may be made as, converted into or continued as a LIBOR
RateSOFR Advance. During the continuance of a Default the Required Lenders
may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring consent of affected Lenders to changes in interest rates), declare that (i) each LIBOR
RateTerm SOFR Advance shall bear interest for the remainder of the applicable
Interest Period at the LIBOR Raterate otherwise
applicable to such LIBOR RateTerm SOFR Advance
for such Interest Period plus 4% per annum and (ii) each Floating Rate Advance and each Daily Simple
SOFR Advance shall bear interest at a rate per annum equal to the Floating Rate otherwise
applicable to the Floating Rate Advancein effect from time to time plus 4%
per annum; provided, however, that the Default Rate shall become applicable automatically if a Default occurs under Section 7.1
or 7.2, unless waived by the Required Lenders.


 






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2.13.        Method
of Payment.


 


(i)            All
payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available Dollars to the
Administrative Agent on behalf of the applicable Lenders at the Administrative Agent’s address specified pursuant to Article XIII,
or at any other Lending Installation of the Administrative Agent specified in writing by the Administrative Agent to the Borrower, by
noon (Cleveland, Ohio time) on the date when due and shall be applied by the Administrative Agent in accordance with the applicable terms
of this Agreement.


 


(ii)           As
provided elsewhere herein, all Revolving Lenders’ interests in the Revolving Advances, all interests of the Term Lenders of a Class in
the Term Advances of such Class, and all Lenders’ interests in the Loan Documents shall be ratable undivided interests and none
of such Lenders’ interests shall have priority over the others. Each payment delivered to the Administrative Agent for the account
of any Lender or amount to be applied or paid by the Administrative Agent to any Lender shall be paid promptly (on the same day as received
by the Administrative Agent if received prior to noon (Cleveland, Ohio time) on such day and otherwise on the next Business Day) by the
Administrative Agent to such Lender in the same type of funds that the Administrative Agent received at such Lender’s address specified
pursuant to Article XIII or at any Lending Installation specified in a notice received by the Administrative Agent from such
Lender. Payments received by the Administrative Agent on behalf of the Lenders but not timely funded to the Lenders shall bear interest
payable by the Administrative Agent at the Federal Funds Effective Rate from the date due until the date paid. The Administrative Agent
is hereby authorized to charge the account of the Borrower maintained with KeyBank for each payment of principal, interest and fees as
it becomes due hereunder.


 


2.14.        Notes;
Telephonic Notices. Each Lender is hereby authorized to record the principal amount of each of its Loans of each Class and each
repayment on the schedule attached to its Note, provided, however, that the failure to so record shall not affect the Borrower’s
obligations under such Note. The Borrower hereby authorizes the Lenders and the Administrative Agent on behalf of the Lenders to extend,
convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any Authorized
Officer. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation, if such confirmation is requested
by the Administrative Agent or any Lender, of each telephonic notice signed by an Authorized Officer. If the written confirmation differs
in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and
the Lenders shall govern absent manifest error. The Administrative Agent will at the request of the Borrower, from time to time, but not
more often than monthly, provide Borrower with the amount of the outstanding Aggregate Commitment and the applicable interest rate for
a LIBOR RateTerm SOFR Advance. Upon a Lender’s
furnishing to Borrower an affidavit to such effect, if a Note is mutilated, destroyed, lost or stolen, Borrower shall deliver to such
Lender, in substitution therefore, a new note containing the same terms and conditions as such Note being replaced.


 


2.15.        Interest
Payment Dates; Interest and Fee Basis. Interest accrued on each Advance shall be payable on each Payment Date, commencing with the
first such date to occur after the date hereof, at maturity, whether by acceleration or otherwise, with respect to interest on the Term
Advances of a Class at the repayment in full of the Term Advances of such Class, and, with respect to interest accrued on the Revolving
Advances, upon any termination of the Revolving Commitments in their entirety. Interest, Facility Fees, Facility Letter of Credit Fees
and all other fees shall be calculated for actual days elapsed on the basis of a 360-day year (except
with respect to Floating Rate Loans, for which interest shall be calculated based on the actual number of days elapsed over a year of
365 or 366 days, as applicable). Interest shall be payable for the day an Advance is made but not for the day of any payment
on the amount paid if payment is received prior to noon (Cleveland, Ohio time) at the place of payment. If any payment of principal of
or interest on an Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business
Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.


 






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2.16.        [reserved].


 


2.17.        Notification
of Advances, Interest Rates and Prepayments. The Administrative Agent will notify each Lender of the applicable Class of
the contents of each Borrowing Notice regarding Loans of such Class, Conversion/Continuation Notice regarding Loans of such Class, and
repayment notice with respect to Loans of such Class received by it hereunder not later than the close of business on the Business
Day such notice is received by the Administrative Agent. The Administrative Agent will notify each Lender of a Class of the interest
rate applicable to each LIBOR Rate Advance of such Class promptly upon determination
of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.
Any such determination by the Administrative Agent shall be conclusive and binding absent manifest error.


 


2.18.        Lending
Installations. Each Lender may book its Loans at any Lending Installation selected by such Lender and may change its Lending Installation
from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Notes shall be deemed held by each
Lender for the benefit of such Lending Installation. Each Lender may, by written notice to the Administrative Agent and the Borrower,
designate a Lending Installation through which Loans will be made by it and for whose account Loan payments are to be made.


 


2.19.        Non-Receipt
of Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior
to the time at which it is scheduled to make payment to the Administrative Agent on behalf of the Lenders of (i) in the case of a
Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such payment, the Administrative Agent may assume that such payment
has been, or will be, made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to
the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Administrative Agent, the recipient of such payment shall, on demand by the Administrative Agent, repay to the Administrative
Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such
amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum
equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in the case of payment
by the Borrower, the interest rate applicable to the relevant Class and Type of Loan. If such Lender so repays such amount and interest
thereon to the Administrative Agent within one Business Day after such demand, all interest accruing on the Loan not funded by such Lender
during such period shall be payable to such Lender when received from the Borrower.


 






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2.20.        Replacement
of Lenders under Certain Circumstances. The Borrower shall be permitted to replace any Lender which (a) has demanded compensation
from Borrower under Section 3.1 or 3.2, or (b) is not capable of receiving payments without any deduction or withholding
of United States federal income tax pursuant to Section 3.5, or (c) cannot maintain its LIBOR
RateSOFR Loans at a suitable Lending Installation pursuant to Section 3.3
or (d) either voted against or failed to respond to any written request made by the Administrative Agent seeking approval of any
amendment to or waiver of any provision of this Agreement, if at least the Required Lenders voted in favor of such proposed amendment
or waiver or (e) is a Defaulting Lender; with a replacement bank or other financial institution, provided that (i) such replacement
does not conflict with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default or (after notice thereof
to Borrower) no Unmatured Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall
repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts owing to such replaced Lender prior
to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender under Sections 3.4 and 3.6 if
any LIBOR RateTerm SOFR Loan owing to such
replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement
bank or institution, if not already a Lender or not an Eligible Assignee, and the terms and conditions of such replacement, shall be reasonably
satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with
the provisions of Section 12.3 (provided that the Borrower shall be obligated to pay the processing fee referred to therein),
(vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant
to Section 3.5 and (viii) any such replacement shall not be deemed to be a waiver of any rights which the Borrower, the
Administrative Agent or any other Lender shall have against the replaced Lender.


 


2.21.        Usury.
This Agreement, each Note and each other Loan Document are subject to the express condition that at no time shall Borrower or any other
Loan Party be obligated or required to pay interest on the principal balance of any Loan at a rate which could subject any Lender to either
civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan
Documents, Borrower or any other Loan Party is at any time required or obligated to pay interest on the principal balance due hereunder
at a rate in excess of the Maximum Legal Rate, the interest rate or the Default Rate, as the case may be, shall be deemed to be immediately
reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments
in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use,
forbearance, or detention of the sums due under any Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated,
and spread throughout the full stated term of the applicable Loans until payment in full so that the rate or amount of interest on account
of such Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to such Loan for so long as
such Loan is outstanding.


 


2.22.        Termination
or Increase in Commitments; Additional Term Loans.


 


(a)            Termination.
Borrower shall have the right, upon at least three (3) Business Days’ notice to the Administrative Agent and the Lenders, to
terminate or cancel, in whole or in part, the unused portion of the Revolving Commitments in excess of the Outstanding Revolving Amount,
provided that each partial reduction shall be in a minimum amount of $1,000,000 or any whole multiple of $250,000 in excess thereof. Any
partial termination of the Revolving Commitments shall be applied to reduce the Revolving Commitments on a pro rata basis. Once terminated
or reduced, the Revolving Commitments may not be reinstated or increased thereafter.


 






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(b)            Increase
in Commitments. Borrower shall have the right exercisable 5 times, upon at least 10 Business Days’ notice to the Administrative
Agent and the Lenders, to request (i) increases in the Revolving Commitments or (ii) the making of additional Term Loans (the
 “Additional Term Loans”) by up to $750,000,000600,000,000
to a maximum aggregate amount not to exceed $1,600,000,0002,000,000,000
(reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject
to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or
obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders
to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the Commitments or the making of
Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such
increases may be increases in Revolving Commitments or the making of Additional Term Loans or a combination thereof. Effecting any increase
of the Revolving Commitments or the making of Additional Term Loans under this Section is subject to the following conditions precedent:
(x) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the effective date of such increase
of Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties (subject in all cases to all
materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and
correct as of the effective date of such increase, except to the extent any such representation or warranty is stated to relate solely
to an earlier date (in which case such representation or warranty shall have been true and correct on and as of such earlier date) and
except for changes in factual circumstances not prohibited under the Loan Documents, and (z) the Administrative Agent shall have
received an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such
increase of Revolving Commitments or Additional Term Loans, a copy of which shall be forwarded to each Lender by the Administrative Agent
promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance
reasonably satisfactory to the Administrative Agent. In no event will any existing Lender be
obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall
specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the
effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions
arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender
providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such
party. In addition, the Parent and the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments
or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty,
respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender
is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing
Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving
Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase
of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such
other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving
Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders
under Section 2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on
such portion of the outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase
of outstanding Revolving Advances to achieve such result. In no event shall the aggregate Commitments and Term Loans exceed $1,600,000,0002,000,000,000
without the approval of all Lenders which are not then Defaultingthe
Required Lenders.


 






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2.23.        Pro
Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing from the Revolving Lenders under Sections 2.1(a) and
2A.6(b) shall be made from the Revolving Lenders, each payment of the fees under Sections 2.1(c)(iviii),
2.4 and 2.5 and the first sentence of Section 2A.8(a) shall be made for the account of the Revolving Lenders,
and each termination or reduction of the amount of the Revolving Commitments under Section 2.22(a) shall be applied to
the respective Revolving Commitments of the Revolving Lenders, pro rata according to the amounts of their respective Revolving Commitments;
(b) each payment or prepayment of principal of Revolving Loans shall be made for the account of the Revolving Lenders pro rata in
accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, subject to Section 10.14,
if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving
Loans shall not be held by the Revolving Lenders pro rata in accordance with their respective Revolving Commitments in effect at the time
such Revolving Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as
is practicable, in the outstanding principal amount of the Revolving Loans being held by the Revolving Lenders pro rata in accordance
with such respective Revolving Commitments; (c) [reserved]; (d) each payment or prepayment of principal of Term Loans of a Class shall
be made for the account of the Term Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of
the Term Loans of such Class held by them; (e) each payment of interest on Loans of a Class shall be made for the account
of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective
Lenders of such Class; (f) the conversion and continuation of Loans of a particular Class and Type shall be made pro rata among
the Lenders of such Class according to the amounts of their respective Loans of such Class, and the then current Interest Period
for each Lender’s portion of each such Loan of such Type shall be coterminous and (g)  the Revolving Lenders’ participation
in, and payment obligations in respect of, Facility Letters of Credit under Section 2A.6, shall be in accordance with their
respective Revolving Percentages.


 


ARTICLE IIA

LETTER OF CREDIT SUBFACILITY


 


2A.1        Obligation
to Issue. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower
herein set forth, the Issuing Bank hereby agrees to issue for the account of the Borrower, one or more Facility Letters of Credit in accordance
with this Article IIA, from time to time during the period commencing on the Agreement Effective Date and ending on the date
sixty (60) days prior to the Revolving Facility Termination Date. All Existing Letters of Credit shall be deemed to have been issued pursuant
to this Agreement, and from and after the First Amendment Effective Date shall be subject to and governed by the terms and conditions
hereof.


 


2A.2        Types
and Amounts. The Issuing Bank shall not have any obligation to:


 


(i)            issue
any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing
Bank, after giving effect to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon
such Issuing Bank;


 


(ii)           issue
any Facility Letter of Credit if, after giving effect thereto, (1) the then applicable Outstanding Facility Amount would exceed the
then current Aggregate Commitment or (2) the then-applicable Outstanding Revolving Amount would exceed the then-current aggregate
Revolving Commitments or (3) the Facility Letter of Credit Obligations would exceed the Facility Letter of Credit Sublimit; or


 


(iii)          issue
any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date to a date, beyond
the sixtieth (60th) day prior to the Revolving Facility Termination Date, provided that, if Borrower then has an unexpired option to extend
the Revolving Facility Termination Date under Section 2.1, Borrower may request an expiration date during such extension so
long as Borrower specifically acknowledges that it shall deposit the full undrawn amount of any such Facility Letter of Credit into the
Letter of Credit Collateral Account on or before the then-current Revolving Facility Termination Date, if any such extension is not exercised
or is not exercisable.


 






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2A.3        Conditions.
In addition to being subject to the satisfaction of the conditions contained in Article IV hereof and in the balance of this
Article IIA, the obligation of the Issuing Bank to issue any Facility Letter of Credit is subject to the satisfaction in full
of the following conditions:


 


(i)            the
Borrower shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may reasonably prescribe such documents
and materials as may be reasonably required pursuant to the terms of the proposed Facility Letter of Credit (it being understood that
if any inconsistency exists between such documents and the Loan Documents, the terms of the Loan Documents shall control) and the proposed
Facility Letter of Credit shall be reasonably satisfactory to the Issuing Bank as to form and content;


 


(ii)           as
of the date of issuance, no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to
enjoin or restrain the Issuing Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable
to the Issuing Bank and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction
over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the
issuance of the requested Facility Letter of Credit in particular; and


 


(iii)          there
shall not exist any Default or Unmatured Default.


 


2A.4        Procedure
for Issuance of Facility Letters of Credit.


 


(a)            Borrower
shall give the Issuing Bank and the Administrative Agent at least three (3) Business Days’ prior written notice of any requested
issuance of a Facility Letter of Credit under this Agreement (a “Letter of Credit Request”), such notice shall be irrevocable,
except as provided in Section 2A.4(b)(i) below, and shall specify:


 


(i)            the
stated amount of the Facility Letter of Credit requested (which stated amount shall not be less than $50,000);


 


(ii)           the
effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit (the “Issuance Date”);


 


(iii)          the
date on which such requested Facility Letter of Credit is to expire (which day shall be a Business Day which is not less than sixty (60)
days prior to the Revolving Facility Termination Date except as provided in Section 2A.2(iii) above);


 


(iv)          the
purpose for which such Facility Letter of Credit is to be issued;


 


(v)           the
Person for whose benefit the requested Facility Letter of Credit is to be issued; and


 


(vi)          any
special language required to be included in the Facility Letter of Credit.


 






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At the time such request is made, the Borrower
shall also provide the Administrative Agent and the Issuing Bank with a copy of the form of the Facility Letter of Credit that the Borrower
is requesting be issued and shall execute and deliver the Issuing Bank’s customary letter of credit application and reimbursement
agreement with respect thereto. Such notice, to be effective, must be received by such Issuing Bank and the Administrative Agent not later
than noon (Cleveland, Ohio time) on the last Business Day on which notice can be given under this Section 2A.4(a). Administrative
Agent shall, promptly upon request by a Revolving Lender, provide a copy of such Letter of Credit Request to such Revolving Lender.


 


(b)           Subject
to the terms and conditions of this Article IIA and provided that the applicable conditions set forth in Article IV
hereof have been satisfied, the Issuing Bank shall, on the Issuance Date, issue a Facility Letter of Credit on behalf of the Borrower
in accordance with the Letter of Credit Request and the Issuing Bank’s usual and customary business practices unless the Issuing
Bank has actually received (i) written notice from the Borrower specifically revoking the Letter of Credit Request with respect to
such Facility Letter of Credit given not later than the Business Day immediately preceding the Issuance Date, or (ii) written or
telephonic notice from the Administrative Agent stating that the issuance of such Facility Letter of Credit would violate Section 2A.2.


 


(c)            The
Issuing Bank shall give the Administrative Agent (who shall promptly notify Lenders) and the Borrower written notice, or telephonic notice
confirmed promptly thereafter in writing, of the issuance of a Facility Letter of Credit (the “Issuance Notice”).


 


(d)            The
Issuing Bank shall not extend or amend any Facility Letter of Credit unless the requirements of this Section 2A.4 are met
as though a new Facility Letter of Credit was being requested and issued.


 


2A.5        Reimbursement
Obligations; Duties of Issuing Bank.


 


(a)            The
Issuing Bank shall promptly notify the Borrower and the Administrative Agent (who shall promptly notify Lenders) of any draw under a Facility
Letter of Credit. Any such draw shall not be deemed to be a default hereunder but shall constitute a Revolving Advance in the amount of
the Reimbursement Obligation with respect to such Facility Letter of Credit and shall bear interest from the date of the relevant drawing(s) under
the pertinent Facility Letter of Credit at the Floating Rate for Revolving Loans; provided that if a Default exists at the time of any
such drawing(s), then the Borrower shall reimburse the Issuing Bank for drawings under a Facility Letter of Credit issued by the Issuing
Bank no later than the next succeeding Business Day after the payment by the Issuing Bank and until repaid such Reimbursement Obligation
shall bear interest at the Default Rate.


 


(b)           Any
action taken or omitted to be taken by the Issuing Bank under or in connection with any Facility Letter of Credit, if taken or omitted
in the absence of willful misconduct or gross negligence, shall not put the Issuing Bank under any resulting liability to any Lender or,
provided that such Issuing Bank has complied with the procedures specified in Section 2A.4, relieve any Revolving Lender of its obligations
hereunder to the Issuing Bank. In determining whether to pay under any Facility Letter of Credit, the Issuing Bank shall have no obligation
relative to the Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been
delivered in compliance, and that they appear to comply on their face, with the requirements of such Letter of Credit.


 






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2A.6        Participation.


 


(a)            Immediately
upon the issuance on or after the Agreement Effective Date by the Issuing Bank of any Facility Letter of Credit in accordance with the
procedures set forth in this Article IIA, each Revolving Lender shall be deemed to have irrevocably and unconditionally purchased
and received from the Issuing Bank, without recourse, representation or warranty, an undivided interest and participation equal to such
Lender’s Revolving Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower
with respect thereto) and all related rights hereunder. Each Revolving Lender’s obligation to make further Revolving Loans to Borrower
(other than any payments such Lender is required to make under subparagraph (b) below) or to purchase an interest from the Issuing
Bank in any subsequent Facility Letters of Credit issued by the Issuing Bank on behalf of Borrower shall be reduced by such Lender’s
Revolving Percentage of the undrawn portion of each Facility Letter of Credit outstanding.


 


(b)            In
the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount
to the Issuing Bank pursuant to Section 2A.7 hereof, the Issuing Bank shall promptly notify the Administrative Agent, which
shall promptly notify each Lender of such failure, and each Revolving Lender shall promptly and unconditionally pay to the Administrative
Agent for the account of the Issuing Bank the amount of such Lender’s Revolving Percentage of the unreimbursed amount of such payment,
and the Administrative Agent shall promptly pay such amount to the Issuing Bank. A Revolving Lender’s payment of its Revolving Percentage
of such Reimbursement Obligation as aforesaid shall be deemed to be a Revolving Loan by such Lender and shall constitute outstanding principal
under such Lender’s Note. The failure of any Revolving Lender to make available to the Administrative Agent for the account of the
Issuing Bank its Revolving Percentage of the unreimbursed amount of any such payment shall not relieve any other Revolving Lender of its
obligation hereunder to make available to the Administrative Agent for the account of such Issuing Bank its Revolving Percentage of the
unreimbursed amount of any payment on the date such payment is to be made, but no Revolving Lender shall be responsible for the failure
of any other Revolving Lender to make available to the Administrative Agent its Revolving Percentage of the unreimbursed amount of any
payment on the date such payment is to be made. Any Revolving Lender which fails to make any payment required pursuant to this Section 2A.6(b) shall
be deemed to be a Defaulting Lender hereunder.


 


(c)            Whenever
the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly
pay to the Administrative Agent on behalf of the Revolving Lenders and the Administrative Agent shall promptly (on the same day as received
by the Administrative Agent if received prior to noon (Cleveland, Ohio time) on such day and otherwise on the next Business Day) pay to
each Revolving Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender’s
Revolving Percentage thereof.


 


(d)            Upon
the request of the Administrative Agent or any Lender, the Issuing Bank shall furnish to such Administrative Agent or Lender copies of
any Facility Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative
Agent or Lender.


 


(e)            The
obligations of a Revolving Lender to make payments to the Administrative Agent for the account of the Issuing Bank with respect to a Facility
Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, set off, qualification or exception
whatsoever other than a failure of any such Issuing Bank to comply with the terms of this Agreement relating to the issuance of such Facility
Letter of Credit, and such payments shall be made in accordance with the terms and conditions of this Agreement under all circumstances.


 






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2A.7        Payment
of Reimbursement Obligations.


 


(a)            The
Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations,
interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective
of any claim, set off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under
all circumstances, including without limitation any of the following circumstances:


 


(i)            any
lack of validity or enforceability of this Agreement or any of the other Loan Documents;


 


(ii)           the
existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility
Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative
Agent, the Issuing Bank, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower and the beneficiary
named in any Facility Letter of Credit);


 


(iii)          any
draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect of any statement therein being untrue or inaccurate in any respect;


 


(iv)          the
surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or


 


(v)           the
occurrence of any Default or Unmatured Default.


 


(b)            In
the event any payment by the Borrower received by the Issuing Bank or the Administrative Agent with respect to a Facility Letter of Credit
and distributed by the Administrative Agent to the Revolving Lenders on account of their participations is thereafter set aside, avoided
or recovered from the Administrative Agent or Issuing Bank in connection with any receivership, liquidation, reorganization or bankruptcy
proceeding, each Revolving Lender which received such distribution shall, upon demand by the Administrative Agent, contribute such Lender’s
Revolving Percentage of the amount set aside, avoided or recovered together with interest at the rate required to be paid by the Issuing
Bank or the Administrative Agent upon the amount required to be repaid by the Issuing Bank or the Administrative Agent.


 


2A.8        Compensation
for Facility Letters of Credit.


 


(a)            The
Borrower shall pay to the Administrative Agent, for the ratable account of the Revolving Lenders (including the Issuing Bank), based upon
such Lenders’ respective Revolving Percentages, a per annum fee (the “Facility Letter of Credit Fee”) as a percentage
of the face amount of each Facility Letter of Credit outstanding equal to the Applicable Margin for Revolving Advances that
are SOFR Advances in effect from time to time hereunder while such Facility Letter of Credit is outstanding. The Facility Letter
of Credit Fee relating to any Facility Letter of Credit shall accrue on a daily basis and shall be due and payable in arrears on the first
Business Day of each calendar quarter following the issuance of such Facility Letter of Credit and, to the extent any such fees are then
due and unpaid, on the Revolving Facility Termination Date or any other earlier date that the Obligations are due and payable in full.
The Administrative Agent shall promptly (on the same day as received by the Administrative Agent if received prior to noon (Cleveland,
Ohio time) on such day and otherwise on the next Business Day) remit such Facility Letter of Credit Fees, when paid, to the other Revolving
Lenders in accordance with their Revolving Percentages thereof. The Borrower shall not have any liability to any Revolving Lender for
the failure of the Administrative Agent to promptly deliver such funds to any such Lender and shall be deemed to have made all such payments
on the date the respective payment is made by the Borrower to the Administrative Agent, provided such payment is received by the time
specified in Section 2.13 hereof.


 






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(b)            The
Issuing Bank also shall have the right to receive solely for its own account an issuance fee equal to the greater of (A) $1,500 or
(B) one eighth of one percent (0.125%) per annum to be calculated on the face amount of each Facility Letter of Credit for the stated
duration thereof, based on the actual number of days and using a 360-day year basis. The issuance fee shall be payable by the Borrower
on the Issuance Date for each such Facility Letter of Credit and on the date of any increase therein or extension thereof. The Issuing
Bank shall also be entitled to receive its reasonable out of pocket costs and the Issuing Bank’s standard charges of issuing, amending
and servicing Facility Letters of Credit and processing draws thereunder.


 


2A.9        Letter
of Credit Collateral Account. The Borrower hereby agrees that it will immediately upon the request of the Administrative Agent or
prior to the Revolving Facility Termination Date if a Facility Letter of Credit is outstanding and unexpired on such date as provided
in Section 2A.2(iii) above, establish a special collateral account (the “Letter of Credit Collateral Account”) at
the Administrative Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but
under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which the Borrower shall
have no interest other than as set forth in Section 8.1. The Letter of Credit Collateral Account shall hold the deposits the Borrower
is required to make upon the Revolving Facility Termination Date related to any outstanding and unexpired Facility Letter of Credit or
after a Default on account of any outstanding Facility Letters of Credit as described in Section 8.1. In addition to the foregoing,
the Borrower hereby grants to the Administrative Agent, for the benefit of each of the Revolving Lenders, a security interest in and to
the Letter of Credit Collateral Account and any funds that may hereafter be on deposit in such account, including income earned thereon.
The Revolving Lenders acknowledge and agree that the Borrower has no obligation to fund the Letter of Credit Collateral Account unless
and until so required under Section 2A.2(iii) or Section 8.1 hereof. The Administrative Agent shall have
the authority to establish, for the benefit of the Revolving Lenders, the Letter of Credit Collateral Account upon the occurrence of a
Default under Section 7.6 or 7.7; provided that, the Administrative Agent shall not establish the Letter of Credit
Collateral Account prior to the occurrence of a Default under Section 7.6 or 7.7.


 


ARTICLE III. 

CHANGE IN CIRCUMSTANCES


 


3.1.          Yield
Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof
by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency or any other Change:


 


(i)            subjects
any Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect
to Excluded Taxes) to any Lender in respect of its LIBOR RateSOFR
Loans, or


 


(ii)           imposes
or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and
assessments taken into account in determining the interest rate applicable to LIBOR RateSOFR
Advances), or


 






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(iii)          imposes
any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding
or maintaining its LIBOR RateSOFR Loans, or
reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR
RateSOFR Loans, or requires any Lender or any applicable Lending Installation
to make any payment calculated by reference to the amount of LIBOR RateSOFR
Loans, by an amount deemed material by such Lender as the case may be,


 


and the result of any of the foregoing is to increase
the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its LIBOR
RateSOFR Loans or Revolving CommitmentCommitments,
if any, or of issuing or participating in Facility Letters of Credit or to reduce the return
received by such Lender or applicable Lending Installation in connection with such LIBOR Rate Loans or
Revolving CommitmentSOFR Loans, Commitments, Facility Letters of Credit or participations
therein, then, within 15 days of a demand by such Lender accompanied by reasonable evidence of the occurrence of the applicable
event under clauses (i), (ii) or (iii) above, the Borrower shall pay such Lender such additional amount or amounts as will compensate
such Lender for such increased cost or reduction in amount received.


 


3.2.          Changes
in Capital Adequacy Regulations. If a Lender in good faith determines the amount of capital or liquidity required or expected to be
maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result
of a Change (as hereinafter defined), then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary
to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender in good faith determines
is attributable to this Agreement, its outstanding credit exposure hereunder or its obligation to make Loans hereunder (after taking into
account such Lender’s policies as to capital adequacy). “Change” means (i) any change after the Agreement Effective
Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental
rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Agreement Effective
Date which affects the amount of capital or liquidity required or expected to be maintained by any Lender or any lending office of such
Lender or any corporation controlling any Lender. Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests,
rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall
be deemed to be a “Change”, regardless of the date adopted, issued, promulgated or implemented. “Risk-Based Capital
Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Agreement Effective Date, including
transition rules, and (ii) the corresponding capital regulations promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each
case pursuant to Basel III, including transition rules, and any amendments to such guidelines, rules and regulations adopted prior
to the Agreement Effective Date.


 






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3.3.          Availability
of Types of Advances; Inability to Determine Rates.


 


(a)            Availability
of Types of Advances. If any Lender in good faith determines that maintenance of any of its LIBOR
Rate LoansTerm SOFR Loans and/or Daily Simple SOFR Loans, as applicable, at
a suitable Lending Installation would violate any applicable law, rule, regulation or directive, whether or not having the force of law,
such Lender shall promptly notify the Administrative Agent thereof and the Administrative Agent shall, with written notice to Borrower,
suspend the availability of LIBOR RateTerm SOFR
Advances and/or Daily Simple SOFR Advances, as applicable, and require any LIBOR
Ratesuch suspended Term SOFR Advances and/or
Daily Simple SOFR Advances, as applicable, to be repaid, then, if for any reason whatsoever the provisions of Section 3.1
are inapplicable, the Administrative Agent shall, with written notice to Borrower, suspend the availability of any LIBOR
RateTerm SOFR Advances and/or Daily Simple
SOFR Advances, as applicable, made after the date of any such determination. If the Borrower is required to so repay a LIBOR
RateSOFR Advance, (a) with respect to Revolving Advances, the Borrower
may concurrently with such repayment borrow from the Revolving Lenders, in the amount of such repayment, a Revolving Advance bearing interest
atby reference to (X) Adjusted Daily Simple SOFR,
so long as Adjusted Daily Simple SOFR is not also the subject of this Section 3.3(a) or (Y) the Floating Rate
and (b) with respect to Term Advances, such LIBOR RateSOFR
Advances shall be converted to (X) Daily Simple SOFR Advances, so long as Adjusted Daily Simple SOFR
is not also the subject of this Section 3.3(a) or (Y) Floating Rate Advances.


 


(b)            Temporary
Inability to Determine Rates. Unless and until a Benchmark Replacement is implemented in accordance with Section 3.3(c) below,
if the Administrative Agent reasonably and in good faith determines, or the Administrative Agent is advised by the Required Lenders, that
for any reason in connection with any request for a LIBOR RateSOFR
Loan or a conversion to or continuation thereof or otherwise that (i) dollar deposits are not being
offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Rate Loan, (ii) adequate
and reasonable means do not exist for determining LIBOR Base RateAdjusted Daily Simple
SOFR or Adjusted Term SOFR cannot be determined pursuant to the definition thereof, or (ii) that Adjusted Daily Simple SOFR or Adjusted
Term SOFR for any requested LIBOR Interest Period with respect to a proposed
LIBOR Rate Loan, or (iii) LIBOR Base Rate for any requested LIBOR Interest Period with respect to
a proposed LIBOR Rate LoanSOFR Loan (or a conversion to or continuation thereof)
does not adequately and fairly reflect the cost to thesuch
Required Lenders of funding such Loan, and, in any such event, Administrative Agent shall have also made such determination with respect
to similarly situated loans in which it is serving as administrative agent or otherwise consistent with market practice generally, the
Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain
LIBOR Ratethe applicable SOFR Loans andor
to convert Floating Rate Loans as to which the interest rate is determined by reference to
LIBOR Market Index Rateto SOFR Loans shall be suspended (to
the extent of the affected Interest Periods) until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice, (such
revocation not to be unreasonably withheld or delayed) and, if such determination affects the calculation
of the Alternate Base Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate without
reference to clause (iii) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such notice
(such revocation not to be unreasonably withheld or delayed). Upon receipt of such notice, (X) the
Borrower may revoke any pending request for thea
borrowing of, conversion to or continuation of LIBOR Rateany
applicable SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods)
or, failing that, the Borrower will be deemed to have converted any
such request into a request for the borrowing of or conversion to Loans that are
Floating Rate Loans (with the Floating Rate determined other than by reference to LIBOR Market Index
Rate) in the amount specified therein. and
(Y) any outstanding affected SOFR Loans will be deemed to have been converted into Floating Rate Loans at the end of the applicable
Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any
additional amounts required pursuant to Section 3.4. If the Administrative Agent determines (which determination shall be conclusive
and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any
given day, the interest rate on Floating Rate Loans shall be determined by the Administrative Agent without reference to clause (iii) of
the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination (such revocation not to
be unreasonably withheld or delayed).


 






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(c)            Permanent
Inability to Determine Rates; Benchmark Replacement.


 


(i)             Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement.
Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day
after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent
has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement
of the then-current Benchmark with a Benchmark Replacement pursuant to this Section 3.3(c) will occur prior to the applicable
Benchmark Transition Start Date. Unless and until a Benchmark Replacement is effective in accordance with this clause (i), all Loans shall
be converted into Floating Rate Loans in accordance with the provisions of Section 3.3(b) above.


 


(c)            Replacing
USD LIBOR. On March 5, 2021, the Financial Conduct Authority (“FCA”), the regulatory supervisor
of USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness
of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month USD LIBOR tenor settings. 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, if the then-current Benchmark is USD LIBOR, the Benchmark Replacement will replace such Benchmark 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. If the Benchmark Replacement
is Daily Simple SOFR, all interest payments will be payable on a monthly basis.


 


(d)            Replacing
Future Benchmarks. If any Benchmark Transition Event occurs after the date hereof (other than as described above
with respect to USD LIBOR), the then-current Benchmark will be replaced with the Benchmark Replacement for all purposes hereunder and
under any Loan Document in respect of any Benchmark setting on the later of (i) as of 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 Administrative Agent in accordance with then applicable market practice, 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 Administrative Agent has
not received, by such time (or, in the case of clause (ii) above, such time as may be specified by the Administrative 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 Required Lenders; provided,
however, that in the event that the then-current Benchmark is not a SOFR-based rate, then the Benchmark Replacement shall be determined
in accordance with clause (1) of the definition of “Benchmark Replacement” unless the Administrative Agent has determined
in good faith that neither of such alternative rates is available. At any time that the administrator of the 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 Administrative 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 Floating Rate Loans. During the period referenced in the foregoing sentence, the component of Alternate Base Rate
based upon the Benchmark will not be used in any determination of the Alternate Base Rate.


 






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(eii)          Benchmark
Replacement Conforming Changes. In connection with the implementation anduse,
administration, adoption or implementation of a Benchmark Replacement (whether
in connection with the replacement of USD LIBOR or any future Benchmark), the Administrative 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.


 


(fiii)         Notices;
Standards for Decisions and Determinations. The Administrative 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. The Administrative Agent will notify the Borrower and
the Lenders of the removal or reinstatement of any tenor of a Benchmark. Any determination, decision or election that may be
made by the Administrative Agent or Lenders pursuant to this Section 3.3(c),
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 or their sole discretion
and without consent from any other party to this Agreement or any other Loan Documenthereto,
except, in each case, as expressly required pursuant to this Section, 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 3.3(c).


 


(giv)        Unavailability
of Tenor of Benchmark. AtNotwithstanding anything
to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if theany then-current
Benchmark is a term rate (including the Term SOFR or USD LIBOR
or any alternate rate selected in an Early Opt-in Election), then the Administrative 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 Administrative Agent may reinstate anyReference Rate)
and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from
time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the
regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing
that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization
of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest
Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative,
non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently
displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer,
subject to an announcement that it is not or will not be representative or incompliance with or aligned with the International Organization
of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative
Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at
or after such time to reinstate such previously removed tenor for such Benchmark (including
any Benchmark Replacement) settings.


 






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(v)            Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower
may revoke any request for the applicable SOFR Advance of, conversion to or continuation of SOFR Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request
for an Advance of or conversion to Floating Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the
then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon Adjusted Term SOFR (or then-current
Benchmark) will not be used in any determination of Alternate Base Rate.


 


(h)            Certain
Defined Terms. As used in this Section:


 


“Available
Tenor” means, 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.


 


“Benchmark”
means, initially, USD LIBOR; provided that if a replacement for the Benchmark has occurred pursuant
to this Section, 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” means, for any Available Tenor:


 


		(1)	for purposes of clause (c) of this Section, the first alternative
set forth below that can be determined by the Administrative Agent:



 


(a)            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 Administrative Agent in writing on or prior to the date on which the Benchmark Replacement will become effective that the Borrower
has a Swap Contract in place with respect to any of the Loans as of the date of such notice (which such notification the Administrative
Agent shall be entitled to rely upon and shall have no duty or obligation to ascertain the correctness or completeness of), then the Administrative
Agent, in its sole discretion, may decide not to determine the Benchmark Replacement pursuant to this clause (1)(a) for such Benchmark
Transition Event or Early Opt-in Election, as applicable; or


 


(b)            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; and


 


		(2)	for purposes of clause (d) of this Section, the sum of: (a) the
alternate benchmark rate and (b) an adjustment (which may be a positive or negative value, or zero), in each case, that has been
selected pursuant to this clause (2) by the Administrative Agent and the Borrower as the replacement for such Available Tenor of
such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations
made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;



 






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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 Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Alternate Base Rate,” the definition of “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 Administrative Agent decides may be appropriate to reflect the adoption
and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).


 


“Benchmark
Transition Event” means, with respect to any then-current Benchmark (other than USD LIBOR), 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.


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the
Administrative 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 Administrative Agent
decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish
another convention in its reasonable discretion.


 


“Early
Opt-in Effective Date” means, 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 Administrative 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 Required Lenders.


 






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“Early Opt-in Election”
means the occurrence of:


 


(1) a
notification by the Administrative Agent to each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated
syndicated credit facilities at such time incorporate or adopt (as a result of amendment or as originally executed) either a SOFR-based
rate (including SOFR or 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 Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


“Floor”
means 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 USD LIBOR.


 


“Relevant
Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any
successor thereto.


 


“SOFR”
means, 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.


 


“Term
SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended
by the Relevant Governmental Body.


 


“USD
LIBOR” means the London interbank offered rate for U.S. dollars.


 


3.4.          Funding
IndemnificationBreakage Compensation.
If any payment of a LIBOR Rate Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of
acceleration, prepayment or otherwise, or a LIBOR Rate Advance is not made or continued on the date specified by the Borrower for any
reason other than default by the Lenders or as a result of unavailability pursuant to Section 3.3,
the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss
or cost (incurred or expected to be incurred) in liquidating or employing deposits acquired to fund or maintain the LIBOR Rate Advance
and shall pay all such losses or costs within fifteen (15) days after written demand therefor.


 


. The Borrower
shall compensate each Lender upon its written request (which request shall set forth the detailed basis for requesting and the method
of calculating such compensation), for all reasonable losses, costs, expenses and liabilities (including, without limitation, any loss,
cost, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to
fund its SOFR Loans) which such Lender may sustain in connection with any of the following: (i) if for any reason (other than a default
by such Lender or the Administrative Agent) an Advance consisting of SOFR Loans does not occur on a date specified therefor in a Borrowing
Notice or a Conversion/Continuation Notice (whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 3.3);
(ii) if any repayment, prepayment, conversion or continuation of any SOFR Loan occurs on a date that is not the last day of an Interest
Period applicable thereto; (iii) if any prepayment of any of its SOFR Loans is not made on any date specified in a notice of prepayment
given by the Borrower; (iv) as a result of an assignment by a Lender of any SOFR Loan other than on the last day of the Interest
Period applicable thereto pursuant to a request by the Borrower in accordance herewith or (v) as a consequence of any other default
by the Borrower to repay or prepay any SOFR Loans when required by the terms of this Agreement. The written request of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such written request within
fifteen (15) days after receipt thereof.


 






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3.5.          Taxes.


 


(i)            All
payments by the Borrower to or for the account of any Lender or the Administrative Agent on behalf of the Lenders hereunder or under any
Note shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent on behalf of the Lenders, (a) the
sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional
sums payable under this Section 3.5) such Lender or the Administrative Agent on behalf of the Lenders (as the case may be)
receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions,
(c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the
Borrower shall furnish to the Administrative Agent the original copy of a receipt evidencing payment thereof within 30 days after such
payment is made.


 


(ii)           In
addition, the Borrower hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges
or similar levies which arise from any payment made hereunder, under any Note or any other Loan Document or from the execution or delivery
of, or otherwise with respect to, this Agreement, any Note or any other Loan Document (“Other Taxes”).


 


(iii)          The
Borrower hereby agrees to indemnify the Administrative Agent and each Lender for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Administrative Agent on
behalf of the Lenders or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect
thereto. Payments due under this indemnification shall be made within 30 days of the date the Administrative Agent or such Lender makes
demand therefore pursuant to Section 3.6.


 


(iv)          Each
Lender that is not incorporated under the laws of the United States of America, a state thereof or the District of Columbia (each a “Non-U.S.
Lender”) agrees that it will, not more than ten Business Days after the date it becomes a party to this Agreement, (i) deliver
to the Borrower and the Administrative Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN (or
W-8BEN-E, as applicable) or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, and (ii) deliver to the Borrower and the Administrative Agent
a United States Internal Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United
States backup withholding tax. Each Non-U.S. Lender further undertakes to deliver to the Borrower and the Administrative Agent (x) renewals
or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after
the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto
as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence
shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States
federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender
from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative
Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.


 






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(v)          For
any period during which a Non-U.S. Lender has failed to provide the Borrower with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any Governmental
Authority, occurring subsequent to the date on which a form originally was required to be provided), such Non-U.S. Lender shall not be
entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States.


 


(vi)         Any
Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent),
at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate following receipt of such documentation.


 


(vii)        If
the U.S. Internal Revenue Service or any other Governmental Authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent of
a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify
the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax, withholding therefor,
or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative
Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys
for the Administrative Agent, which attorneys may be employees of the Administrative Agent). The obligations of the Lenders under this
Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement and any such Lender obligated
to indemnify the Administrative Agent shall not be entitled to indemnification from the Borrower with respect to such amounts, whether
pursuant to this Article III or otherwise, except to the extent the Borrower participated in the actions giving rise to such
liability.


 






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


 


3.6.          Lender
Statements; Survival of Indemnity; Delay in Requests. To the extent reasonably possible, each Lender shall designate an alternate
Lending Installation with respect to its LIBOR RateSOFR
Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability
of LIBOR RateSOFR Advances under Section 3.3,
so long as such designation is not, in the reasonable judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver
a written statement of such Lender to the Borrower (with a copy to the Administrative Agent) as to the amount due, if any, under Sections
3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which
such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination
of amounts payable under such Sections in connection with a LIBOR Rate Loan shall be calculated as though each Lender funded its LIBOR
Rate Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the
LIBOR Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount
specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The
obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations
and termination of this Agreement. Failure or delay on the part of any Lender or the Letter of Credit Issuer to demand compensation pursuant
to Section 3.1 or 3.2 shall not constitute a waiver of the right of such Lender or Letter of Credit Issuer to demand
such compensation; provided that Borrower shall not be required to compensate a Lender or the Letter of Credit Issuer pursuant
to Section 3.1 or 3.2, as applicable, for any increased costs incurred or reductions suffered more than 180 days prior
to the date that such Lender or the Letter of Credit Issuer, as the case may be, notifies Borrower of the Change giving rise to such increased
costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change giving rise to such
increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof).


 






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ARTICLE IV. 

CONDITIONS PRECEDENT


 


4.1.          Initial
Advance. The Existing Agreement shall not be deemed to be amended and restated as contemplated by this Agreement and the Lenders shall
not be required to make the initial Advances hereunder or issue the initial Facility Letters of Credit hereunder, unless (i) the
Borrower shall, prior to or concurrently with such initial Advances or issuance, have paid all fees due and payable to the Lenders, the
Bookrunners and the Administrative Agent hereunder, and (ii) the Borrower shall have furnished to the Administrative Agent, the following:


 


(a)            The
duly executed originals of the Loan Documents, including the Notes payable to the order of each of the Lenders, this Agreement and the
Disclosure Letter;


 


(b)            Certificates
of good standing for the Borrower, from the State of Maryland for the Borrower, certified by the appropriate governmental officer and
dated not more than sixty (60) days prior to the Agreement Effective Date;


 


(c)            Copies
of the formation documents (including code of regulations, if appropriate) of the Borrower, certified by an officer of the Borrower, together
with all amendments thereto;


 


(d)            Incumbency
certificates, executed by an officer of the Borrower, which shall identify by name and title the Persons authorized to sign the Loan Documents
and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled
to rely until informed of any change in writing by the Borrower;


 


(e)            Copies
of resolutions of the board of directors, sole member or other governing body, as applicable, of the Borrower (and with respect to the
resolutions of the board of directors of the Borrower certified by a Secretary or an Assistant Secretary of the Borrower), authorizing
the Advances provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be
executed and delivered by the Borrower;


 


(f)             A
written opinion of the Borrower’s counsel, addressed to the Lenders in such form as the Administrative Agent may reasonably approve;


 


(g)            A
certificate, signed by an officer of the Borrower, stating that on the Agreement Effective Date (i) no Default or Unmatured Default
has occurred and is continuing, (ii) all representations and warranties of the Borrower are true and correct, (iii) Borrower
has not suffered any material adverse changes, and (iv) no action, suit, investigation or proceeding, pending or threatened, exists
in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the Borrower or any transaction
contemplated hereby, or that could have a Material Adverse Effect on the Borrower or any transaction contemplated hereby or on the ability
of the Borrower to perform its obligations under the Loan Documents, provided that such certificate is in fact true and correct;


 


(h)            The
most recent financial statements of the Borrower;


 


(i)            Written
money transfer instructions addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related
money transfer authorizations as the Administrative Agent may have reasonably requested;


 


(j)            Evidence
that all upfront fees due to each of the Lenders under the Fee Letter have been paid, or will be paid out of the proceeds of the initial
Advance hereunder;


 


(k)            A
pro forma Compliance Certificate pursuant to Section 6.1(v);


 


(l)             A
Beneficial Ownership Certification in relation to the Borrower (or a certification that the Borrower qualifies for an express exclusion
from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business
Days prior to the Agreement Effective Date;


 






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(m)          A
certificate signed by an officer of the Borrower, setting forth in reasonable detail the calculation of the Unencumbered Pool Value;


 


(n)           All
information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer”
and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and


 


(o)           Such
other documents as any Lender or its counsel may have reasonably requested, the form and substance of which documents shall be reasonably
and customarily acceptable to the parties and their respective counsel.


 


4.2.           Each
Advance and Issuance. The Lenders shall not be required to make any Advance or issue any Facility Letter of Credit unless on the
applicable Borrowing Date or date of issuance of such Facility Letter of Credit:


 


(i)            There
exists no Default or Unmatured Default; and


 


(ii)           The
representations and warranties contained in Article V are true and correct as of such Borrowing Date or date of issuance,
except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation
or warranty shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited
under the Loan Documents.


 


Each Borrowing Notice and
each Letter of Credit Request with respect to each such Advance shall constitute a representation and warranty by the Borrower that the
conditions contained in Sections 4.2(i) and (ii) have been satisfied.


 


ARTICLE V. 

REPRESENTATIONS AND WARRANTIES


 


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


 


5.1.           Existence.
The Borrower is a limited partnership duly organized under the laws of the State of Delaware. The Parent is a corporation duly organized
and validly existing under the laws of the State of Maryland. Each of the Borrower and the Parent has its principal place of business
in Indianapolis, Indiana and is duly qualified as a foreign entity, properly licensed (if required), in good standing and has all
requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to be so
qualified, licensed and in good standing and to have the requisite authority could not reasonably be expected to have a Material Adverse
Effect. Each Subsidiary Guarantor, if any, is duly organized and validly existing under the laws of its jurisdiction of organization,
and is duly qualified as a foreign entity, properly licensed (if required), and in good standing, and has all requisite authority to
conduct its business, in each jurisdiction in which its business is conducted, except where the failure to be so organized, validly existing,
qualified, licensed, in good standing and to have the requisite authority could not reasonably be expected to have a Material Adverse
Effect.


 


5.2.           Authorization
and Validity. Each Loan Party has the corporate power and authority and legal right to execute and deliver the Loan Documents to
which it is a party and to perform its respective obligations thereunder, except, solely with respect to the Subsidiary Guarantors, if
any, where the failure to have such power, authority and legal right could not reasonably be expected to have a Material Adverse Effect.
The execution and delivery by each Loan Party of the Loan Documents to which it is a party and the performance of its respective obligations
thereunder have been duly authorized by proper corporate proceedings, except, solely with respect to the Subsidiary Guarantors, if any,
where the failure to have been duly authorized could not reasonably be expected to have a Material Adverse Effect. The Loan Documents
constitute legal, valid and binding obligations of the Loan Parties party thereto enforceable against such Loan Parties, as applicable,
in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors’ rights generally, and except, solely with respect to the Subsidiary Guarantors, if any, where the failure of the
Loan Documents to be legal, valid, binding and enforceable obligations could not reasonably be expected to have a Material Adverse Effect.


 






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5.3.           No
Conflict; Government Consent. Neither the execution and delivery by the Loan Parties of the Loan Documents to which any of them
is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate
any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Loan Parties or any of their respective
Subsidiaries or any such Loan Party’s articles of incorporation, by-laws, articles of organization, articles of formation,
certificates of trust, limited partnership certificates, operating agreements, trust agreements, or limited partnership agreements,
or the provisions of any indenture, instrument or agreement to which any Loan Party is a party or is subject, or by which it, or its
Property, is bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not
have a Material Adverse Effect, or result in the creation or imposition of any Lien (other than Permitted Liens
set forth in Section 6.16) in, of or on the Property of any Loan Party pursuant to the
terms of any such indenture, instrument or agreement. No order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof,
is required to authorize, or is required for the legality, validity, binding effect or enforceability of, any of the Loan
Documents.


 


5.4.           Financial
Statements; Material Adverse Effect. All consolidated financial statements of the Parent, Borrower and their respective
Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation
date of such statements and fairly present in all material respects the consolidated financial condition and operations of the
Parent, the Borrower and their respective Subsidiaries at such date and the consolidated results of their operations for the period
then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. Since
December 31, 2020, there has been no change in the business, operations, properties, 
or financial
condition (financial or otherwise) of the Parent, the Borrower and their respective
Subsidiaries which could reasonably be expected to have a Material Adverse Effect.


 


5.5.           Taxes.
The Parent, the Borrower and their respective Subsidiaries have filed all United States federal tax returns and all other tax
returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received
by the Parent, the Borrower and their respective Subsidiaries except (a) such taxes, if any, as are being contested in good
faith and as to which adequate reserves have been provided and (b) with respect to the Subsidiaries, to the extent the failure
to so file any such returns or to pay any such taxes could not reasonably be expected to have a Material Adverse Effect. As of the FirstSecond
Amendment Effective Date, except as set forth in the Disclosure Letter, no tax liens have been filed and no material claims
are being asserted with respect to taxes. The charges, accruals and reserves on the books of the Parent, the Borrower and their
respective Subsidiaries, taken as a whole, in respect of any taxes or other governmental charges are adequate.


 


5.6.           Litigation
and Guarantee Obligations. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the Parent, the Borrower and their respective Subsidiaries
which could reasonably be expected to have a Material Adverse Effect. NeitherAs
of the date of the most recent financial statements delivered pursuant to Section 6.1, neither Parent nor Borrower
has any material contingent obligations not provided for or disclosed in thesuch financial
statements referred to in Section 6.1.


 






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5.7.           Subsidiaries.
All of the issued and outstanding shares of capital stockCapital
Stock of all Subsidiary Guarantors, if any, that are corporations have been duly authorized and issued and are fully paid
and non-assessable, except to the extent that the failure or non-compliance of the same could not reasonably be expected to have a Material
Adverse Effect.


 


5.8.           ERISA. TheAs
of the Second Amendment Effective Date, the Unfunded Liabilities of all Single Employer Plans do not in the aggregate
exceed $1,000,000. Neither Borrower nor any other member of the Controlled Group has incurred, or is reasonably expected to incur,
any withdrawal liability to Multiemployer Plans in excess of $250,000 in the aggregate.
Eachwhich
would reasonably be expected to result in (X) a Material Adverse Effect or (Y) a Default or Unmatured Default. Except as
would not reasonably be expected to result in a Material Adverse Effect, (i) each Plan complies in
all material respects with all applicable requirements of law and regulations, (ii) no
Reportable Event has occurred with respect to any Plan, (iii) neither the Borrower
nor any other members of the Controlled Group has withdrawn from any Plan or initiated steps to do
so, and (iv) no
steps have been taken to reorganize or terminate any Plan.


 


5.9.           Accuracy
of Information. To Borrower’s knowledge, no written information,
exhibit or report furnished by the Parent, the Borrower and their respective Subsidiaries to the Administrative Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan Documents,
when taken together with all other written information furnished, contained any material misstatement of fact or omitted
to state a material fact or any fact necessary to make the statements contained therein not misleading provided that, with respect
to projected financial information
and other forward looking statements, the Borrower represents only that such information was prepared in good faith based
upon assumptions that Borrower believed to be reasonable at the time.


 


5.10.         Regulations
U and X. None of the Parent, the Borrower or any other Subsidiary is engaged or will engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (as defined in Regulation U) or extending credit for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying margin stock (as defined in Regulation U).


 


5.11.         [Intentionally
Omitted].


 


5.12.         Compliance
With Laws. The Parent, the Borrower and their respective Subsidiaries have complied with all applicable statutes, rules, regulations,
orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the
conduct of their respective businesses or the ownership of their respective Property, except for any non-compliance which would not have
a Material Adverse Effect. Neither the Parent, the Borrower nor any Subsidiary has received any written notice to the effect that their
operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and
safety statutes and regulations or the subject of any federal or state investigation evaluating whether any remedial action is needed
to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could
have a Material Adverse Effect.


 


5.13.         Ownership
of Properties. On the FirstSecond
Amendment Effective Date, the Parent, the Borrower and their respective Subsidiaries will have good and marketable title, free of
all Liens other than those permitted by Section 6.16, to all of the Property and assets reflected in the financial
statements as owned by it, other than those assets represented by mortgage receivables that are required to be consolidated despite
the fact that title to the mortgaged assets is not in the Parent, the Borrower and their respective Subsidiaries and except, solely
with respect to the Subsidiaries, to the extent that the failure to have such title or the existence of such Liens could not
reasonably be expected to have a Material Adverse Effect.


 






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5.14.         Investment
Company Act. None of the Parent, the Borrower, nor any of their respective Subsidiaries is an “investment company” or
a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940,
as amended.


 


5.15.         [Intentionally
Omitted].


 


5.16.         Solvency.


 


(i)            Immediately
after the FirstSecond
Amendment Effective Date and immediately following the making of each Loan, after giving effect to the application of the proceeds
of such Loans and after the issuance of each Facility Letter of Credit, (a) the fair value of the assets of the Parent, the
Borrower and their respective Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities,
subordinated, contingent or otherwise, of the Parent, the Borrower and their respective Subsidiaries on a consolidated basis;
(b) the present fair saleable value of the Property of the Parent, the Borrower and their respective Subsidiaries on a
consolidated basis will be greater than the amount that will be required to pay the probable liability of the Parent, the Borrower
and their respective Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c) the Parent, the Borrower and their respective
Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) the Parent, the Borrower and their respective Subsidiaries on a
consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date hereof.


 


(ii)           The
Borrower does not intend to, or to permit any Subsidiary Guarantor to, and does not believe that it or any Subsidiary Guarantor will,
incur debts beyond their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received
by it or any such Subsidiary Guarantor and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the
Indebtedness of any such Subsidiary Guarantor, except, solely with respect to the Subsidiary Guarantors, to the extent the same could
not reasonably be expected to have a Material Adverse Effect.


 


5.17.         Insurance.
The Parent, the Borrower and their respective Subsidiaries carry insurance on their Projects, including the Unencumbered Pool
Properties, with financially sound and reputable insurance companies
(or through self insurance provisions), in such amounts, with such deductibles and covering such risks as are customarily
carried by comparable companies
engaged in similar businesses and owning similar Projects in localities where the Parent, the Borrower and their respective
Subsidiaries operate, including, without limitation:.


 


(i)            Property
and casualty insurance (including coverage for flood and other water damage for any Project located within a 100-year flood plain) in
the amount of the replacement cost of the improvements at the Projects (to the extent replacement cost insurance is maintained by companies
engaged in similar business and owning similar properties);


 






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(ii)           Builder’s
risk insurance for any Project under construction in the amount of the construction cost of such Project;


 


(iii)          Loss
of rental income insurance in the amount not less than one year’s gross revenues from the Projects; and


 


(iv)          Comprehensive
general liability or umbrella insurance in the amount of $20,000,000 per occurrence.


 


5.18.         REIT
Status. Parent is qualified 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 the Parent as a real estate investment trust.


 


5.19.         Environmental
Matters. Each of the following representations and warranties is true and correct on and as of the FirstSecond
Amendment Effective Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and
correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:


 


(a)            To
the knowledge of the Borrower, the Projects of the Parent, the Borrower and their respective Subsidiaries do not contain any Materials
of Environmental Concern in amounts or concentrations which constitute a violation of, or could reasonably give rise to liability of
the Parent, the Borrower or any of their respective Subsidiaries under, Environmental Laws.


 


(b)            To
the knowledge of the Borrower, (i) the Projects of the Parent, the Borrower and their respective Subsidiaries and all operations
at the Projects are in compliance with all applicable Environmental Laws, and (ii) with respect to all Projects owned by the Parent,
the Borrower and their respective Subsidiaries (x) for at least two (2) years, have in the last two years, or (y) for
less than two (2) years, have for such period of ownership, been in compliance in all material respects with all applicable Environmental
Laws.


 


(c)            Neither
the Parent, the Borrower, nor any of their respective Subsidiaries has received any written notice of violation, alleged violation, non-compliance,
liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Projects,
nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.


 


(d)            To
the knowledge of the Borrower, Materials of Environmental Concern have not been transported or disposed of from the Projects of the Parent,
the Borrower and their respective Subsidiaries in violation of, or in a manner or to a location which could reasonably give rise to liability
of the Parent, the Borrower or any of their respective Subsidiaries under, Environmental Laws, nor have any Materials of Environmental
Concern been generated, treated, stored or disposed of at, on or under any of the Projects of Parent, the Borrower and their respective
Subsidiaries in violation of, or in a manner that could give rise to liability of the Parent, the Borrower or any of their respective
Subsidiaries under, any applicable Environmental Laws.


 


(e)            No
judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Parent, the Borrower or any of their respective Subsidiaries is or, to the Borrower’s knowledge,
will be named as a party with respect to the Projects of the Parent, the Borrower and their respective Subsidiaries, nor are there any
consent decrees or other decrees, consent orders, administrative order or other orders, or other administrative of judicial requirements
outstanding under any Environmental Law with respect to the Projects of the Parent, the Borrower and their respective Subsidiaries.


 






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(f)             To
the knowledge of the Borrower, there has been no release or threat of release of Materials of Environmental Concern at or from the Projects
of the Parent, the Borrower and their respective Subsidiaries, or arising from or related to the operations of the Parent, the Borrower
and their respective Subsidiaries in connection with the Projects in violation of or in amounts or in a manner that could give rise to
liability under Environmental Laws.


 


5.20.         OFAC;
Sanctions Representation. None of the Borrower, the Guarantors nor any Subsidiary is, or shall be at any time, a person with whom
the Lenders are restricted from doing business under the regulations of OFAC (including, those Persons named on OFAC’s Specially
Designated and Blocked Persons list) or under any statute, executive order (including, the September 24, 2001 Executive Order Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action
and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, the Borrower
hereby agrees to provide to the Administrative Agent any information that the Administrative Agent deems necessary from time to time
in order to ensure compliance with all applicable Laws concerning money laundering and similar activities. The Parent or the Borrower,
as applicable, has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower
and their respective Subsidiaries, and the Parent’s, the Borrower’s and their respective Subsidiaries’ respective directors,
officers, employees and agents (in their capacities as such) with Anti-Corruption Laws and applicable Sanctions, and the Parent, the
Borrower, their respective Subsidiaries and the Parent’s, the Borrower’s, and their respective Subsidiaries’ and, to
the knowledge of the Borrower, their respective directors, officers, employees and agents are in compliance with Anti-Corruption Laws
and applicable Sanctions in all material respects. None of the Borrower, the Guarantors nor any Subsidiary is, or derives any of its
assets or operating income from investments in or transactions with, a Sanctioned Person and, to the knowledge of the Borrower, none
of the respective directors, officers, or to the knowledge of the Borrower, employees or agents of the Parent, the Borrower or
any of their respective Subsidiaries is a Sanctioned Person.


 


5.21.         Intellectual
Property. Except as could not reasonably be expected to have a Material Adverse Effect:


 


(i)            Parent,
Borrower and each of their respective Subsidiaries owns or has the right to use, under valid license agreements or otherwise, all material
patents, licenses, franchises, trademarks, trademark rights, trade names, trade name rights, trade secrets and copyrights (collectively,
 “Intellectual Property”) necessary to the conduct of their respective businesses as now conducted and as contemplated by
the Loan Documents, without known conflict with any patent, license, franchise, trademark, trade secret, trade name, copyright, or other
proprietary right of any other Person;


 


(ii)           Parent,
Borrower and each of their respective Subsidiaries have taken all such steps as they deem reasonably necessary to protect their respective
rights under and with respect to such Intellectual Property;


 


(iii)          No
claim has been asserted by any Person with respect to the use of any Intellectual Property by Parent, Borrower or any of their respective
Subsidiaries, or challenging or questioning the validity or effectiveness of any Intellectual Property; and


 


(iv)          The
use of such Intellectual Property by Parent, Borrower and each of their respective Subsidiaries does not infringe on the rights of any
Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Parent,
Borrower or any of their respective Subsidiaries.


 






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5.22.         Broker’s
Fees. No broker’s or finder’s fee, commission or similar compensation will be payable with respect to the
transactions contemplated hereby. Except except
as provided in the Fee Letter, no other similar fees or commissions will be payable by any Lender
for any other services rendered to the Parent, Borrower, any of their respective Subsidiaries or any other Person ancillary to the
transactions contemplated hereby. or
other fee letters with any arranger or agent referenced on the cover page hereof.


 


5.23.         Unencumbered
Pool Properties. As of the FirstSecond
Amendment Effective Date, Schedule 1 is, in all material respects, a correct and complete list of all Unencumbered Pool
Properties. Each of the assets included by the Borrower in calculations of the Unencumbered Pool Value satisfies all of the
requirements contained in this Agreement for the same to be included therein.


 


5.24.         No
Bankruptcy Filing[Reserved].
Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation
of its assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against Parent or
Borrower.


 


.


 


5.25.         No
Fraudulent Intent. Neither the execution and delivery of this Agreement or any of the other Loan Documents nor the performance of
any actions required hereunder or thereunder is being undertaken by Borrower with or as a result of any actual intent by any of such
Persons to hinder, delay or defraud any entity to which Borrower is now or will hereafter become indebted.


 


5.26.         Transaction
in Best Interests of Borrower; Consideration. The transaction evidenced by this Agreement and the other Loan Documents is in the
best interests of Borrower and the other Loan Parties. The direct and indirect benefits to inure to Borrower and the other Loan Parties
pursuant to this Agreement and the other Loan Documents constitute substantially more than “reasonably equivalent value”
(as such term is used in §548 of the Bankruptcy Code) and “valuable consideration,” “fair value,” and “fair
consideration” (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided
by Borrower and the other Loan Parties pursuant to this Agreement and the other Loan Documents. Parent, Borrower and their respective
Subsidiaries constitute a single integrated financial enterprise and each receives a benefit from the availability of credit under this
Agreement.


 


5.27.         Subordination.
Neither Borrower nor any other Loan Party is a party to or bound by any agreement, instrument or indenture that may require the subordination
in right or time of payment of any of the Obligations to any other indebtedness or obligation of any such Persons.


 


5.28.         Beneficial
Ownership Certification. As of the FirstSecond
Amendment Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct


 


5.29.         Anti-Terrorism
Laws.


 


(i)            None
of the Parent, the Borrower, any of their respective Subsidiaries or, to the Borrower’s knowledge, any of the other Affiliates
of the Parent or the Borrower is in violation of any laws or regulations relating to terrorism or money laundering (“Anti-Terrorism
Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive
Order”) and the Patriot Act.


 






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(ii)           None
of the Parent, the Borrower, any of their respective Subsidiaries or, to the Borrower’s knowledge, any of the other Affiliates
of the Parent or the Borrower, or any of Parent’s or Borrower’s brokers or other agents acting or benefiting from the Facility
is a Prohibited Person. A “Prohibited Person” is any of the following:


 


(1)            a
person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;


 


(2)            a
person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise
subject to the provisions of, the Executive Order;


 


(3)            a
person or entity with whom any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;


 


(4)            a
person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
or


 


(5)            a
person or entity that is named as a “specially designated national and blocked person” on the most current list published
by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement
official publication of such list.


 


(iii)          None
of the Parent, the Borrower, any of their respective Subsidiaries or, to the Borrower’s knowledge, any of the other Affiliates
of the Parent or the Borrower, or any of Parent’s or Borrower’s brokers or other agents acting in any capacity in connection
with the Facility (1) conducts any business or engages in making or receiving any contribution of funds, goods or services to or
for the benefit of any Prohibited Person, (2) deals in, or otherwise engages in any transaction relating to, any property or interests
in property blocked pursuant to the Executive Order, or (3) engages in or conspires to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.


 


Borrower shall not, and shall
not permit any other Loan Party to, (1) conduct any business or engage in making or receiving any contribution of funds, goods or
services to or for the benefit of any Prohibited Person, (2) deal in, or otherwise engage in any transaction relating to, any property
or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (3) engage in or conspire to
engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law (and Borrower shall deliver to Administrative Agent any certification or other evidence requested
from time to time by Administrative Agent in its reasonable discretion, confirming Borrower’s compliance herewith).


 


5.30.         Affected
Financial Institution. None of the Borrower, any other Loan Party or any other Subsidiary is an Affected Financial Institution.


 






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ARTICLE VI. 

COVENANTS


 


During the term of this Agreement,
unless the Required Lenders shall otherwise consent in writing:


 


6.1.           Financial
Reporting. The Borrower will maintain (or cause the Parent to maintain) for the Consolidated Group a system of accounting established
and administered in accordance with GAAP, and furnish to the Administrative Agent (and the Administrative Agent shall promptly thereafter
post for review by the Lenders):


 


(i)            As
soon as available, but in any event not later than 45 days after the close of each of the first, second and third fiscal quarters, for
the Parent and its Subsidiaries, commencing with the fiscal quarter ending September 30, 2021, financial statements prepared in
accordance with GAAP, including an unaudited consolidated balance sheet as of the close of each such period and the related unaudited
consolidated income statement and statement of cash flows of the Parent and its Subsidiaries for such period and the portion of the fiscal
year through the end of such period, setting forth in each case in comparative form the figures for the previous year, if any, all certified
by an Authorized Officer of the Parent or the Borrower, as applicable;


 


(ii)           Together
with the quarterly and annual financial statements required hereunder for the Parent and its Subsidiaries, commencing with the fiscal
quarter ending September 30, 2021, the following reports in form and substance reasonably satisfactory to the Administrative Agent,
all certified by an Authorized Officer of the Parent or the Borrower, as applicable:


 


(1)            a
schedule listing all Projects and summary information for each Project, including location, square footage, occupancy, Net Operating
Income, debt, and such additional information on all Projects as may be reasonably requested by the Administrative Agent, and


 


(2)            a
statement of the Adjusted Unencumbered Pool NOI and occupancy percentage of the Unencumbered Pool as of the end of the prior fiscal quarter.


 


(iii)          As
soon as available, but in any event not later than 90 days after the close of each fiscal year, for the Parent and its Subsidiaries,
audited financial statements, including a consolidated balance sheet as at the end of such year and the related consolidated statements
of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous
year, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit,
prepared by Ernst &
Young LLP or other independent certified public accountants of nationally recognized standing reasonably acceptable to Administrative
Agent, and indicating no material weakness in Parent’s or Borrower’s internal controls,
together with such additional information and consolidating schedules as may be reasonably requested by the Administrative Agent;


 


(iv)          As
soon as available, but in any event not later than 90 days after the close of each fiscal year for the Parent and its Subsidiaries, a
statement detailing the contributions to Consolidated NOI from each individual Project for the prior fiscal year in form and substance
reasonably satisfactory to the Administrative Agent, certified by an Authorized Officer of the Parent or the Borrower, as applicable;


 


(v)           Together
with the quarterly and annual financial statements required hereunder, a Compliance Certificate showing the calculations and computations
necessary to determine compliance with this Agreement and stating that, to the knowledge of the Authorized Officer of the Parent or the
Borrower, as applicable, signing such Compliance Certificate, no Default or Unmatured Default exists, or if, to such Authorized Officer’s
knowledge, any Default or Unmatured Default exists, stating the nature and status thereof.


 






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(vi)          As
soon as possiblepracticable
and in any event within 10 days after an Authorized Officer of the Parent or the Borrower, as applicable, knows that any Reportable
Event has occurred with respect to any Plan, a statement, signed by an Authorized Officer of the Parent or the Borrower, as
applicable, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto;


 


(vii)         As
soon as possiblepracticable
and in any event within 10 days after receipt by an Authorized Officer of the Parent or the Borrower, as applicable, a copy of
(a) any notice or claim to the effect that the Parent or any of its Subsidiaries is or may be liable to any Person as a result
of the release by the Parent, the Borrower any of their respective Subsidiaries, or any other Person of any toxic or hazardous waste
or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental,
health or safety law or regulation by such Borrower or any of its Subsidiaries, which, in either case, could have a Material Adverse
Effect;


 


(viii)        Promptly
upon the furnishing thereof to the shareholders of the Parent, copies of all financial statements, reports and proxy statements so
furnished, including without limitation all form 10-K and 10-Q reports filed with the SEC;
and (it
being agreed that such items shall be deemed to have been delivered on the date (i) on which such materials are publicly
available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR); or (ii) on which such documents
are posted on the Borrower’s Internet website); and


 


(ix)          Such
other information (including, without limitation, financial statements for the Parent or the Borrower and non-financial information)
as the Administrative Agent or any Lender may from time to time reasonably request.;
provided that in no event shall Parent or the Borrower be required to disclose information pursuant to this clause (ix) or any other
provision of this Agreement (A) to the extent that such disclosure to the Administrative Agent or such Lender violates any bona
fide contractual confidentiality obligations by which it is bound, so long as (x) such obligations were not entered into in contemplation
of this Agreement or any of the other Transactions and (y) such obligations are owed by it to a third party, or (B) as to which
it has been advised by counsel that the provision of such information to the Administrative Agent or such Lender would give rise to a
waiver of attorney-client privilege; provided, further, however, that the foregoing proviso shall not limit Borrower’s or Parent’s
obligation to provide any information reasonably requested by the Agent or the Lenders for purposes of compliance with applicable “know
your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation,
or such other information regarding sustainability matters and practices of the Parent, Borrower or their respective Subsidiaries (including,
with respect to corporate governance, environmental, social and employee matters, respect for human rights, anti-corruption and anti-bribery)
as the Administrative Agent or any Lender may reasonably request for purposes of compliance with any legal or regulatory requirement
to internal policies applicable to it.


 






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6.2.           Use
of Proceeds.


 


(a)            The
Borrower will use the proceeds of the Advances solely (i) to finance the cost of the Borrower’s or its
Subsidiaries’ acquisition, development and redevelopment of Projects, and related tenant improvements, capital expenditures,
leasing commissions, (ii) for bridge debt financing, and (iii) for working capital, including without limitation, the
repurchase of any common shares of the Borrower (subject to clause (b) below), payment of “earn-outs,” other
payments Borrower or any Subsidiary is contractually obligated to make as a result of any prior acquisitions of Projects,
contractually obligated payments for redemptions of membership interests under limited liability company operating agreements, and
margin payments with respect to Marketable Securities.
Notwithstanding the foregoing, Borrower shall use the proceeds of the Term Loans advanced on the Second Amendment Effective Date,
first, to repay in full all of the term loans evidenced by that certain Term Loan Agreement dated as of November 22, 2016, as
amended, among Borrower, Capital One, National Association, as Administrative Agent, and the lenders party thereto, and any
remaining proceeds of such Term Loans shall be used for the purposes set forth in the immediately preceding sentence.


 


(b)           The
Borrower will not, nor will it permit the Parent or any Subsidiary to, use any of the proceeds of the Advances or Facility Letters of
Credit (i) directly or indirectly to purchase or carry any “margin stock” (as defined in Regulation U or Regulation X)
or to extend credit to others to purchase or carry any margin stock, (ii) to fund any purchase of, or offer for, any Capital Stock
of any Person, unless such Person has consented to such offer prior to any public announcements relating thereto or (iii) directly
or, to the knowledge of the Borrower, indirectly in any manner which would violate Anti-Corruption Laws, Anti-Terrorism Laws or applicable
Sanctions.


 


6.3.           Notice
of Default or Springing Recourse Event. The Borrower will give, and will cause each of its Subsidiaries to give, notice in writing
to the Administrative Agent and the Lenders of the occurrence of any Default or Unmatured Default promptly after an Authorized Officer
of the Parent or the Borrower, as applicable, obtains knowledge of the same and of any other development, financial or otherwise (including
the filing of material litigation), which could reasonably be expected to have a Material Adverse Effect. The Borrower will give, and
will cause Parent and each of their respective Subsidiaries to give, notice in writing to the Administrative Agent and the Lenders of
the occurrence of any Springing Recourse Event promptly after an Authorized Officer of the Parent or the Borrower, as applicable, obtains
knowledge of the same.


 


6.4.           Conduct
of Business. The Borrower will do, and will cause the Parent and each of their respective Subsidiaries to do, all things necessary
to remain duly incorporated or duly qualified, validly existing and in good standing as a real estate investment trust, corporation,
general partnership, limited partnership, or limited liability company, as the case may be, in its jurisdiction of incorporation/formation
(except with respect to mergers permitted pursuant to Section 6.12) and maintain all requisite authority to conduct its business
in each jurisdiction in which its business is conducted and to carry on and conduct its businesses in substantially the same manner as
they are presently conducted where the failure to do so could reasonably be expected to have a Material Adverse Effect and, specifically,
neither the Parent, the Borrower nor their respective Subsidiaries may undertake any business other than the acquisition, development,
ownership, management, operation and leasing of Projects, and any business activities and investments incidental,
ancillary or reasonably related thereto.


 


6.5.           Taxes.
The Borrower will pay, and will cause the Parent and each of their respective Subsidiaries to pay, when due all federal, state and all
other material taxes, assessments and governmental charges and levies upon them or their income, profits or Projects, except (i) those
which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside and
(ii) as set forth in the Disclosure Letter.


 






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6.6.           Insurance.
The Borrower will, and will cause the Parent and each of their respective Subsidiaries to, maintain insurance which is consistent with
the representation contained in Section 5.17 on all their Property and the Borrower will furnish to any Lender upon reasonable
request made through the
Administrative Agent full information as to the insurance carried.


 


6.7.           Compliance
with Laws. The Borrower will, and will cause the Parent and each of their respective Subsidiaries to, comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which they may be subject, the violation of which could reasonably
be expected to have a Material Adverse Effect. The Borrower will (a) maintain in effect and enforce (or cause the Parent to maintain
and enforce) policies and procedures designed to ensure compliance by the Parent, the Borrower, their respective Subsidiaries and their
respective directors, officers, employees and agents with Anti-Corruption Laws, Anti-Terrorism Laws and applicable Sanctions, (b) notify
the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower
qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of
any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial
owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal
entity customer” under the Beneficial Ownership Regulation) and (c) promptly upon the reasonable request of the Administrative
Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation
requested by it for purposes of complying with the Beneficial Ownership Regulation.


 


6.8.           Maintenance
of Properties. The Borrower will, and will cause the Parent and each of their respective Subsidiaries to, do all things necessary
to maintain, preserve, protect and keep their respective Projects and Properties, reasonably necessary for the continuous operation of
the Projects, in good repair, working order and condition, ordinary wear and tear excepted, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.


 


6.9.           Inspection.
The Borrower will, and will cause the Parent and each of their respective Subsidiaries to, permit the Administrative Agent or any
Lender (which shall be coordinated through the Administrative Agent) upon reasonable prior written notice to an Authorized Officer
and at no cost or expense to Borrower (unless a Default shall then exist)
and during regular business hours, by their respective representatives and agents, to inspect any of the Projects,
corporate books and financial records of the Parent, the Borrower and each of their respective Subsidiaries, to examine and make
copies of the books of accounts and other financial records of such Persons, and to discuss the affairs, finances and accounts of
the Parent, the Borrower and each of their respective Subsidiaries with officers thereof, and to be advised as to the same by, their
respective officers at such reasonable times and intervals as the Lenders may
designate.


 


6.10.         Maintenance
of Status. The Borrower shall cause the Parent to at all times maintain its status as a real estate investment trust in compliance
with all applicable provisions of the Code relating to such status.


 


6.11.         Dividends.
Subject to the following sentence, Borrower may, and may permit Parent to, (i) make any distributions in redemption of any Capital
Stock of the Borrower or the Parent and (ii) make or declare any dividends or similar distributions with respect to the Capital
Stock of the Borrower or the Parent; provided that during the continuation of any Default, the Borrower shall not (and shall not permit
Parent to) declare or make any such dividends or distributions except that the Borrower and Parent may declare and make cash distributions
to their respective shareholders in an aggregate amount not to exceed the greater of (x) an amount equal to ninety percent (90%)
of Parent’s real estate investment trust taxable income and (y) the minimum amount necessary for the Borrower to remain in
compliance with Section 6.10 and to otherwise avoid the payment of any income and/or excise taxes imposed under the Code, provided,
however, there shall not be any implied requirement that the Parent utilize the dividend deferral options in Section 857(b)(9) or
Section 858(a) of the Internal Revenue Code. If a Default specified in Section 7.1, Section 7.6 or Section 7.7
shall exist, or if as a result of the occurrence of any other Default any of the Obligations have been accelerated pursuant to Section 8.1,
the Borrower shall not, and shall not permit the Parent or any Subsidiary to, make any dividends or distributions to any Person other
than the Borrower or a Subsidiary of the Borrower; provided that, in the case of a Subsidiary that is not a Wholly-Owned Subsidiary,
such Subsidiary may make distributions to holders of Capital Stock in such Subsidiary ratably according to the holders’ respective
holdings of the type of Capital Stock in respect of which such distributions are being made and provided further that the Borrower may
(and may permit Parent to), in all events, make cash distributions to its shareholders in an aggregate amount equal to the minimum amount
necessary for Borrower to remain in compliance with Section 6.10, provided, however, there shall not be any implied requirement
that the Parent utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue
Code.


 






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6.12.         Merger.
The Borrower will not, nor will it permit Parent or any of their respective Subsidiaries to, enter into any merger (other than mergers
in which the Parent (in any merger involving the Parent), the Borrower (in any merger involving the Borrower) or one of their respective
Subsidiaries is the survivor and mergers of Subsidiaries as part of transactions that are not otherwise prohibited by the Agreement or
any other Loan Document), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion
of their Properties, except for (a) such transactions that occur between Subsidiaries (other than Borrower), between the Parent
and a Subsidiary thereof (provided the Parent is the survivor), or between the Borrower and a Subsidiary thereof (provided the Borrower
is the survivor), (b) mergers solely to change the jurisdiction of organization of a Subsidiary (other than Borrower), (c) transfers
to or from any co-owner of an interest in any Subsidiary pursuant to buy/sell or similar rights granted in such Subsidiary’s organizational
documents and (d) mergers involving Subsidiaries of the Parent (other than Borrower) or the Borrower to which a Substantial Portion
of Total Asset Value is not attributable collectively, (e) the Parent, the Borrower and the other Subsidiaries may lease and sublease
their respective assets in the ordinary course of their business, (f) any of the actions restricted by this Section 6.12
may be taken with respect to any Subsidiary that is not a Loan Party and does not own an Unencumbered Pool Property (unless
the Projects of such Subsidiary are removed from the Unencumbered Pool or would continue to qualify to be included as Unencumbered Pool
Properties after the consummation of such transaction) so long as immediately prior to the taking of such action, and immediately
thereafter and after giving effect thereto, no Unmatured Default or Default is or would be in existence, (g) the Parent, the Borrower
or any Subsidiary may sell, transfer, contribute, master lease or otherwise dispose of any Property in an arm’s length transaction
(or, if the transaction involves an Affiliate of the Borrower, if the transaction complies with Section 6.17), including,
without limitation, a disposition of Properties pursuant to a merger or consolidation, provided, however, that (i) the same would
not result in an Unmatured Default or Default and (ii) after giving effect thereto, the Borrower shall be in pro forma compliance
with the covenants set forth in Section 6.21.


 


6.13.         [Intentionally
Omitted].


 


6.14.         Sale
and Leaseback. The Borrower will not, nor will it permit the Parent or any of their respective Subsidiaries to, sell or transfer
a Substantial Portion of its Property in order to concurrently or subsequently lease such Property as lessee.


 


6.15.         [Intentionally
Omitted].


 


6.16.         Liens.
The Borrower will not, nor will it permit the Parent or any of their respective Subsidiaries to, create, incur, or suffer to exist any
Lien (other than Permitted
Liens) in, of or on (i) any
of the Property of the Parent, the Borrower or any of their respective Subsidiaries, except:
if (X) the
creation, incurrence of existence of such Lien has or would reasonably be expected to have a Material Adverse Effect or (Y) immediately
prior to the creation, assumption or incurring of such Lien, or immediately thereafter, an Unmatured Default or Default is or would be
in existence, or (ii) any Unencumbered Pool Property or any equity interest therein.


 






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(i)            Liens
for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter
can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall
have been set aside on its books, or which are on a Project whose contribution to Total Asset Value is either less than the outstanding
principal balance of Secured Indebtedness encumbering such Project or does not exceed such principal balance by more than five percent
(5%);


 


(ii)           Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary
course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate
proceedings and for which adequate reserves shall have been set aside on their books;


 


(iii)          Liens
arising out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation;


 


(iv)          Easements,
restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties
of a similar character and which do not in any material way adversely affect the marketability of the same or adversely interfere with
the use thereof in the business of the Borrower or its Subsidiaries;


 


(v)           Liens
arising out of non-compliance with the requirements of Section 6.5, as and to the extent set forth in the Disclosure Letter; and


 


(vi)          Liens
other than Liens described in subsections (i) through (iv) above arising in connection with any Indebtedness permitted hereunder
to the extent such Liens will not result in a Default in any of Borrower’s covenants herein.


 


Liens permitted pursuant
to this Section 6.16 shall be deemed to be “Permitted Liens”.


 


6.17.         Affiliates.
The Borrower will not, nor will it permit the Parent or any of their respective Subsidiaries to, enter into any transaction (including,
without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than
a Wholly Owned Subsidiary) except (i) in the ordinary course of business and pursuant to the reasonable requirements of the Parent’s,
the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Parent, the Borrower
or such Subsidiary than the Parent, the Borrower or such Subsidiary would obtain in a comparable arms-length transaction and (ii) as
permitted by Section 6.11; provided, however, that the foregoing shall not limit the Parent or its Subsidiaries
from making investments in Subsidiaries or Investment Affiliates so long as no Default or Unmatured Default exists or would result therefrom.


 


6.18.         [Intentionally
Omitted].


 


6.19.         [Intentionally
Omitted].


 






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6.20.         [Intentionally
Omitted].


 


6.21.         Indebtedness
and Cash Flow Covenants. The Borrower on a consolidated basis with the Consolidated Group shall not permit:


 


(i)            the
Leverage Ratio to exceed 60.0%; provided, that if such ratio is greater than 60.0%, then the Borrower shall be deemed to be in
compliance with this Section 6.21(i) so long as (a) the Borrower completed a Material Acquisition during the
quarter in which such ratio first exceeded 60.0%, (b) such ratio does not exceed 60.0% for a period of more than onethree
fiscal quarterquarters
immediately following the fiscal quarter in which such Material Acquisition was completed, and (c) the
Borrower has not maintained compliance with this Section 6.21(i) in reliance on
this proviso more than two times during the term of this Agreement and (d) such ratio is not greater than 65.0%
at any time;


 


(ii)           the
Fixed Charge Coverage Ratio to be less than 1.50 to 1.00;


 


(iii)          the
Unencumbered Leverage Ratio to exceed 60.0%; provided, that if such ratio is greater than 60.0%, then the Borrower shall be deemed
to be in compliance with this Section 6.21(iii) so long as (a) the Borrower completed a Material Acquisition
during the quarter in which such ratio first exceeded 60.0%, (b) such ratio does not exceed 60.0% for a period of more than onethree
fiscal quarter immediately following the fiscal quarter in which such Material Acquisition was completed, and (c) the
Borrower has not maintained compliance with this Section 6.21(iii) in reliance on
this proviso more than two times during the term of this Agreement and (d) such ratio is not greater than 65.0%
at any time; provided, further, that no breach of this Section 6.21(iii) shall occur (or be deemed to have
occurred) unless and until Borrower has failed to make the principal payments required to restore compliance with this covenant as
provided in Section 2.8(b);


 


(iv)          the
Unencumbered Interest Coverage Ratio to be less than 1.75 to 1:00; and


 


(v)           Secured
Indebtedness to be more than forty-five percent (45%) of Total Asset Value.


 


6.22.         Environmental
Matters. The Borrower shall, and shall cause the Parent and their respective Subsidiaries to:


 


(a)           Comply
with, and use all reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws
and obtain and comply with and maintain, and use all reasonable efforts to ensure that all tenants and subtenants obtain and comply with
and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except
to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect; provided that in no event shall
the Parent, the Borrower or their respective Subsidiaries be required to modify the terms of leases, or renewals thereof, with existing
tenants (i) at Projects owned by the Parent, the Borrower or their respective Subsidiaries as of the date hereof, or (ii) at
Projects hereafter acquired by the Parent, the Borrower or their respective Subsidiaries as of the date of such acquisition, to add provisions
to such effect.


 


(b)           Conduct
and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental
Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental
Laws, except to the extent that (i) the same are being contested in good faith by appropriate proceedings and the pendency of such
proceedings could not be reasonably expected to have a Material Adverse Effect, or (ii) the Borrower has determined in good faith
that contesting the same is not in the best interests of the Parent, the Borrower and their respective Subsidiaries and the failure to
contest the same could not be reasonably expected to have a Material Adverse Effect.


 






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(c)            Defend,
indemnify and hold harmless Administrative Agent and each Lender, and its respective officers, directors, agents and representatives
from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature
known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability
under any Environmental Laws applicable to the operations of the Parent, the Borrower, their respective Subsidiaries or the Projects,
or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, attorney’s and
consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent
that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefore. This
indemnity shall continue in full force and effect regardless of the termination of this Agreement.


 


(d)            Prior
to the acquisition of a new Project after the Agreement Effective Date, perform or cause to be performed a commercially reasonable environmental
investigation with respect to such Project. In connection with any such investigation, Borrower shall
cause to be prepared a report of such investigation, to be made available to any Lenders upon reasonable request, for informational purposes
and to assure compliance with the specifications and procedures.


 


6.23.         [Intentionally
Omitted].


 


6.24.         [Intentionally
Omitted].


 


6.25.         Negative
Pledges. The Borrower agrees that neither the Borrower nor any other members of the Consolidated Group shall enter into or be subject
to any agreement governing any Indebtedness which constitutes a Negative Pledge other than (i) Permitted
Transfer Restrictions and restrictions on further subordinate Liens on Projects encumbered by a mortgage, deed to secure debt
or deed of trust securing such Indebtedness, (ii) covenants in any Unsecured Indebtedness requiring that the Consolidated Group
maintain a pool of unencumbered properties of a size determined by reference to the total amount of Unsecured Indebtedness of the Consolidated
Group on substantially similar terms to, or less restrictive than, those provisions contained herein regarding the Unencumbered Pool
(including without limitation clauses (iii) and (iv) of Section 6.21 above), but that do not generally prohibit
the encumbrance of the Borrower’s or the Consolidated Group’s assets, or the encumbrance of any specific assets or (iii) Negative
Pledges with respect to any Project that is not an Unencumbered Pool Property (it being agreed that a Project that is included as an
Unencumbered Pool Property that becomes subject to a Negative Pledge not otherwise permitted under clause (d) of the definition
of the term “Qualifying Unencumbered Pool Property” shall be deemed removed as an Unencumbered Pool Property).


 


6.26.         Subsidiary
Guaranty.


 


(a)             The
Borrower shall cause each Wholly-Owned Subsidiary of Borrower which satisfies either of the following applicable conditions to
execute and deliver to the Administrative Agent a joinder to the Subsidiary Guaranty in the form of Exhibit A attached
to the form of Subsidiary Guaranty (or if the Subsidiary Guaranty is not then in effect, the Subsidiary Guaranty executed by such
Subsidiary) within 10 Business Days of such Subsidiary first satisfying such condition: (x) such Subsidiary incurs, acquires or
suffers to exist Guarantee Obligations, or otherwise becomes obligated with respect to, any Recourse Indebtedness (other
than intercompany Indebtedness) of another Person,
in each case, in excess of $35,000,000 in the aggregate (without duplication), or (y)(i) such Subsidiary owns an
Unencumbered Pool Property or other asset the value of which is included in the determination of Unencumbered Pool Value and
(ii) such Subsidiary, or any other Subsidiary of the Borrower that directly or indirectly owns any Capital Stock in such
Subsidiary, incurs, acquires or suffers to exist (whether as a borrower, co-borrower, guarantor or other obligor) any Recourse
Indebtedness (other
than intercompany Indebtedness) in excess of $35,000,000 in the aggregate (without duplication); provided, however, that the
exclusion for Recourse Indebtedness in an amount of less than $35,000,000 set forth in clauses (x) and (y) of this
Section 6.26(a) shall not become effective until such time as all other Recourse Indebtedness of the Borrower that
includes a subsidiary guarantee requirement includes a corresponding exclusion for Recourse Indebtedness of less than $35,000,000 or
a greater threshold. Together with each such joinder (or if the Subsidiary Guaranty is not then in effect, the Subsidiary
Guaranty), the Borrower shall cause to be delivered to the Administrative Agent the organizational documents, certificates of good
standing and resolutions (and, if requested by the Administrative Agent a legal opinion) regarding such Subsidiary Guarantor, all in
form and substance reasonably satisfactory to the Administrative Agent and consistent with the corresponding items delivered by the
Borrower under Section 4.1(ii). At the time any Subsidiary becomes a Subsidiary Guarantor, the Borrower shall be deemed
to make to the Administrative Agent and the Lenders all of the representations and warranties (subject in all cases to all
materiality qualifiers and other exceptions in such representations and warranties) contained in the Agreement and the other Loan
Documents to the extent they apply to such Subsidiary Guarantor.


 






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(b)             From
time to time, the Borrower may request, upon not less than two (2) Business Days prior written notice to the Administrative Agent,
that a Subsidiary Guarantor be released from the Subsidiary Guaranty, and upon receipt of such request the Administrative Agent shall
release, such Subsidiary Guarantor from the Subsidiary Guaranty so long as: (i) such Subsidiary Guarantor is not, or immediately
upon its release will not be, required to be a party to the Subsidiary Guaranty under the immediately preceding subsection (a), (ii) no
Unmatured Default or Default will exist immediately following such release; and (iii) the representations and warranties (subject
in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V
shall be true and correct as of the date of such release and immediately after giving effect to such release, except to the extent
any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall
have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan
Documents. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower
that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness
of such request) are true and correct with respect to such request. The Administrative Agent shall execute such documents and instruments
as the Borrower may reasonably request, and at the Borrower’s sole cost and expense, to evidence such release. Nothing in this
Section 6.26(b) shall authorize the release of Parent from the Springing Guaranty.


 


6.27.         Amendments
to Organizational Documents. As and to the extent the same would have a Material Adverse Effect, the Borrower shall not permit any
amendment to be made to its organizational documents or to the Parent’s organizational documents, in each case, without the prior
written consent of the Required Lenders.


 






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ARTICLE VII. 

DEFAULTS


 


The occurrence of any one
or more of the following events shall constitute a Default:


 


7.1.           Nonpayment
of any principal payment due hereunder (including
any applicable Prepayment Premium) or under any Note when due. Nonpayment of interest hereunder or upon any Note or of any
Facility Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.


 


7.2.           The
breach of any of the terms or provisions of Article VI (other than Sections 6.1, 6.2, 6.4
(other than with respect to the existence of the Borrower and Parent), 6.5, 6.7, 6.8, 6.16, 6.22,
6.25 and 6.26).


 


7.3            Any
representation or warranty made or deemed made by or on behalf of the Borrower or any other members of the Consolidated Group to the
Lenders or the Administrative Agent under or in connection with the Agreement, any Loan, or any material certificate or information delivered
in connection with the Agreement or any other Loan Document shall be materially false on the date as of which made.


 


7.4.           The
breach by the Borrower or any other Loan Party (other than a breach which constitutes a Default under Section 7.1, 7.2
or 7.3) of any of the terms or provisions of the Agreement or any other Loan Document which is not remedied within thirty
(30) days after written notice from the Administrative Agent or any Lender.


 


7.5.           Failure
of the Borrower or any other member of the Consolidated Group to pay when due any Recourse Indebtedness with respect to which the
aggregate recourse liability exceeds $50,000,00075,000,000
(any such Recourse Indebtedness in excess of such limit being referred to herein as “Material Indebtedness”); or
the default by the Borrower or any other member of the Consolidated Group in the performance of any term, provision or condition
contained in any agreement, or any other event shall occur or condition exist, which causes any such Material Indebtedness to be due
and payable or required to be prepaid (other than by a regularly scheduled payment or as a result of customary non-default mandatory
prepayment provisions associated with events such as asset sales, casualty events, debt issuances, equity issuances or excess cash
flow) prior to the stated maturity thereof.


 


7.6            The
Borrower or any other member of the Consolidated Group (other than any such other member of the Consolidated Group that, together with
all other members of the Consolidated Group (other than the Parent or the Borrower) then subject to any proceeding or condition described
in this Section or the immediately following Section 7.7, does not account for more than 5.0% of Total Asset Value at
such time) shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in
effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute
any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it
as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of
it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or
other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize
or effect any of the foregoing actions set forth in this Section 7.6, (vi) fail to contest in good faith any appointment
or proceeding described in Section 7.7 or (vii) admit in writing its inability to pay its debts generally as
they become due.


 






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7.7.           A
receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any other member of the Consolidated
Group (other than any such other member of the Consolidated Group that, together with all other members of the Consolidated Group (other
than the Parent or the Borrower) then subject to any proceeding or condition described in this Section or the immediately preceding
Section 7.6, does not account for more than 5.0% of Total Asset Value at such time) or for any Substantial Portion of the
Property of the Borrower or such other member of the Consolidated Group, or a proceeding described in Section 7.6(iv) shall
be instituted against the Borrower or any such other member of the Consolidated Group and such appointment continues undischarged or
such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.


 


7.8.           The
Borrower or any other member of the Consolidated Group shall fail within sixty (60) days to pay, bond or otherwise discharge any
judgments or orders issued in proceedings with respect to which Borrower or such member has been properly served or has been given
due and proper written notice for the payment of money in an amount which, (excluding, however, any such judgments or orders related
to any then outstanding Indebtedness which is not Recourse Indebtedness and which was not paid when
due or is otherwise in default as described in Section 7.5 above, not to exceed, if
such Indebtedness is included in Material Indebtedness, in the aggregate the $150,000,000 limit set forth in such Section 7.5 if
such limit is then applicable), when added to all other judgments or orders outstanding against the Borrower or any
other member of the Consolidated Group would exceed $50,000,00075,000,000
in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith.


 


7.9.           The
Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has
incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be
paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of
the date of such notification), exceeds $25,000,00050,000,000
or requires payments exceeding $25,000,00050,000,000
per annum.


 


7.10.         The
Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination
the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer
Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer
Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or
termination occurs by an amount exceeding $25,000,00050,000,000.


 


7.11.         [Intentionally
Omitted.]


 


7.12.         The
attempted revocation, challenge, disavowment, or termination by any Loan Party of any of the Loan Documents.


 


7.13.         Any
Change in Control shall occur.


 


In the event that there shall occur any Unmatured
Default that affects only certain Unencumbered Pool Properties included in the calculation of the Unencumbered Pool Value, then the Borrower
may elect to cure such Unmatured Default (so long as no other Unmatured Default or Default exists or would arise as a result) by electing
in a written notice delivered to the Administrative Agent (a “Removal Notice”) to have the Administrative Agent remove such
Unencumbered Pool Property from the calculation of the Unencumbered Pool Value and the covenants in Section 6.21(iii) and
(iv) and by making any prepayments required pursuant to the terms of Section 2.8(b) as a result of such
removal, in which event such removal shall be completed within five (5) Business Days after the earlier of (i) Borrower obtaining
knowledge of such Unmatured Default and (ii) receipt of notice of such Unmatured Default from the Administrative Agent. Any Removal
Notice given by Borrower hereunder shall identify the Unencumbered Pool Property to be removed from the calculation of the Unencumbered
Pool Value and the covenants in Section 6.21(iii) and (iv), include a certification as to whether any Default
or Unmatured Default will arise as a result of such removal, provide a calculation of the Unencumbered Pool Value attributable to such
Unencumbered Pool Property, and be accompanied by a pro forma Compliance Certificate and a certificate signed by an officer of the Borrower
or Parent, as applicable, setting forth in reasonable detail the calculation of the Unencumbered Pool Value, in each case, after giving
effect to such removal.


 






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ARTICLE VIII. 

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES


 


8.1.           Acceleration.
If any Default described in Section 7.6 or 7.7 occurs with respect to the Parent or the Borrower, the obligations
of the Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations
(including an amount equal to the stated amount of all Facility Letters of Credit outstanding as of the date of the occurrence of such
Default for deposit into the Letter of Credit Collateral Account) shall immediately become due and payable without any election or action
on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no
obligation to make any Loans and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently
terminate the obligations of the Lenders to make Loans hereunder and declare the Facility Obligations to be due and payable, or both,
whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if any automatic
or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given
within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion,
until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation,
by filing and diligently pursuing judicial action, all amounts owed by the Borrower and the other Loan Parties under the Loan Documents
and to exercise all other rights and remedies available under applicable law.


 


In addition to the foregoing,
following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled
or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash
in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts
due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account
and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse
the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such
funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall,
unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower.


 


If, within 10 days after
acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as
a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to the Parent or the
Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all
of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul
such acceleration and/or termination.


 






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The
Administrative Agent shall exercise the rights under this Section 8.1 and all other collection efforts on behalf of the Lenders
and no Lender shall act independently with respect thereto, except as otherwise specifically set forth in this Agreement; provided, however,
that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that
inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing
Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank, as the case may be)
hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.1
(subject to the terms of Section 11.2) or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding under any Debtor Relief Law relative to the Borrower or any other Loan Party; 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 under this Section 8.1 and (ii) in addition
to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 11.2, 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.


 


8.2.           Amendments.


 


(a)            Subject
to the provisions of this Article VIII, the Required Lenders (or the Administrative Agent with the consent in writing of
the Required Lenders) and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions
to the Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder or waiving any Default hereunder.
Subject to the immediately following subsection (b), any term of this Agreement or of any other Loan Document relating to the rights
or obligations of the Lenders of a particular Class, and not Lenders of any other Class, may be amended, and the performance or observance
by the Borrower, any other Loan Party or any Subsidiary of any such terms may be waived (either generally or in a particular instance
and either retroactively or prospectively) with, and only with, the written consent of the Required Class Lenders for such Class of
Lenders (and, in the case of an amendment to any Loan Document, the written consent of the Borrower, any other Loan Party and any Subsidiary
which is a party thereto). Notwithstanding anything to the contrary contained in this Section, the Fee Letter may only be amended, and
the performance or observance by the Borrower thereunder may only be waived, in a writing executed by the parties thereto.


 


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


 


(i)            Extend
the Facility Termination Date for a Class of Loans (except as provided in Section 2.1(c) in the case of the
Revolving Facility Termination Date
and Section 2.1(d) in the case of the Term Loan Facility Termination Date) without the written consent of each
Lender of the applicable Class;


 


(ii)           Forgive
all or any portion of the principal amount of any Loan or accrued interest thereon or of the Facility Letter of Credit Obligations or
of the Facility Fee, reduce any of the Applicable Margins (or modify any definition herein which would have the effect of reducing any
of the Applicable Margins) or the underlying interest rate options or extend the time ofdate
fixed for the payment of any such principal, interest or Facility Fees or Facility Letter of Credit Fees without the written
consent of each Lender affected thereby; provided,
however, (X) only the consent of the Required Lenders shall be required for the waiver of interest payable at the Default Rate,
retraction of the imposition of interest at the Default Rate and amendment of the definition of “Default Rate”, and (Y) only
the consent of the Required Lenders shall be required to amend any financial covenant hereunder (or any defined term used therein) even
if the effect of such amendment would be to reduce the rate of interest on any Loan or Facility Letter of Credit or to reduce any fee
payable based on such financial covenant;


 






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(iii)          Release
any Guarantor, except as permitted in Section 6.26 with respect to any Subsidiary Guarantor, from any liability it may undertake
with respect to the Obligations without the written consent of all of the Lenders;


 


(iv)          Modify
the definition of the term “Required Lenders” or “Percentage” or (except as otherwise provided in the immediately
following clause (v)), modify in any other manner the number or percentage of the Lenders required to make any determinations or
waive any rights hereunder or to modify any provision hereof, without the written consent of all of the Lenders;


 


(v)           Modify
the definition of the term “Required Class Lenders” as it relates to a Class of Lenders or modify in any other
manner the number or percentage of a Class of Lenders required to make any determinations or waive any rights hereunder or to modify
any provision hereof, in each case, solely with respect to such Class of Lenders, without the written consent of all of the Lenders
in such Class;


 


(vi)          Increase
the Aggregate Commitment beyond $1,600,000,000 without the written consent of all of the Lenders, provided that no Commitment of a Lender
can be increased without the consent of such LenderIntentionally
Omitted;


 


(vii)         Amend
the definitions of “Revolving Commitment” or “Revolving Percentage” without the written consent of all of the
Revolving Lenders;


 


(viii)        Amend
the definition of “Term Percentage” as it applies to a Class of Term Lenders without the written consent of all of the
Term Lenders of such Class;


 


(ix)           While
any Term Loans remain outstanding (A) amend, modify or waive any provision of this Agreement if the effect of such amendment, modification
or waiver is to require the Revolving Lenders to make Revolving Loans when such Lenders would not otherwise be required to do so (it
being understood, however, that any waiver of any Unmatured Default or Default or any waiver or amendment of any representation or warranty
under the Loan Documents shall not require the consent of the Required Class Lenders of the Revolving Lenders as a result of the
operation of this clause (A)) or (B) change the amount of the Facility Letter of Credit Sublimit, in each case, without
the prior written consent of the Revolving Lenders constituting the Required Class Lenders of the Revolving Lenders;


 


(x)            Permit
the Borrower to assign its rights under the Agreement or otherwise release the Borrower from any portion of the Obligations without the
written consent of all of the Lenders;


 


(xi)           Cause
any collateral security held by the Administrative Agent on behalf of any of the Lenders to be held other than on a pro rata basis (except
for the Letter of Credit Collateral Account pursuant to Section 2A.9) without the written consent of all of the Lenders;


 






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(xii)          Cause
any Subsidiary Guarantor to guarantee the Obligations on any basis other than a pro rata basis without the written consent of all of
the Lenders; or


 


(xiii)         Amend
Sections 2.13, 2.23, 8.1, 8.2, 8.5 or 11.2, without the written consent of all of the Lenders.


 


No amendment of any provision of the Agreement
relating to the Administrative Agent shall be effective without the written consent of the Administrative Agent. 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, reinstated or extended, and the scheduled date for payment of any amount owing to such Defaulting Lender may not
be extended, without the written consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent
of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall
require the written consent of such Defaulting Lender. The Administrative Agent and the Borrower may, without the consent of any Lender,
enter into the amendments or modifications to this Agreement or any of the other Loan Documents or enter into additional Loan Documents
as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the
terms of Section 3.3 in accordance with the terms of Section 3.3.


 


Further
notwithstanding anything to the contrary in this Section 8.2, if the Administrative Agent and the Borrower have jointly identified
an ambiguity, omission, mistake or defect in any provision of this Agreement or the other Loan Documents or an inconsistency between
provision of this Agreement and/or the other Loan Documents, the Administrative Agent and the Borrower shall be permitted to amend such
provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect
the interest of any Lender. Any such amendment shall become effective without any further or consent of any of other party to this Agreement;
provided that the Administrative Agent shall post any such amendment implementing such changes to the Lenders reasonably promptly after
such amendment becomes effective.


 


8.3.           Preservation
of Rights. No delay or omission of the Lenders or the Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence
of a Default or the inability of the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence.
Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right,
and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically
set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Administrative
Agent and the Lenders until the Obligations have been paid in full.


 


8.4.           Insolvency
of Parent or Borrower. In the event of the insolvency of the Parent or the Borrower, the Commitments shall automatically terminate,
the Lenders shall have no obligation to make further disbursements of the Facility, and the outstanding principal balance of the Facility,
including accrued and unpaid interest thereon, shall be immediately due and payable.


 






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8.5.           Application
of Funds. If a Default exists, any amounts received on account of the Obligations shall be applied by the Administrative Agent in
the following order:


 


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


 


(b)            to
payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank and amounts payable
under Article III), ratably among them in proportion to the amounts described in this clause (b) payable to them;


 


(c)            to
payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, Facility Letter of Credit Obligations
and other Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause
(c) payable to them;


 


(d)            to
payment of that portion of the Obligations constituting unpaid principal of the Loans
and,
Facility Letter of Credit Obligations
and Related Swap Obligations and to deposit in the Letter of Credit Collateral Account the undrawn amounts of Letters of
Credit, ratably among the Lenders, (and,
with respect to the Related Swap Obligations, any Affiliates of the Lenders that are the holders of Related Swap
Obligations) and the Issuing Bank in proportion to the respective amounts described in this clause (d) held by them;
and


 


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


 


Excluded Swap Obligations with respect to a Guarantor
shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to
payments from the Borrower and other Guarantors to preserve the allocations otherwise set forth above in this Section.


 


8.6.           Reliance
on Hedge Provider. For purposes of applying payments received in accordance with Section 8.5 or any other provision of the Loan
Documents, the Administrative Agent shall be entitled to rely upon the trustee, paying agent or other similar representative or, in the
absence thereof, upon the holder of the Related Swap Obligations for a determination (which each holder of the Related Swap Obligations
agrees (or shall agree) to provide upon request of the Administrative Agent) of the outstanding Related Swap Obligations owed to the
holder thereof. Unless it has actual knowledge (including by way of written notice from such holder) to the contrary, the Administrative
Agent, in acting hereunder, shall be entitled to assume that no Related Swap Obligations are outstanding.


 


ARTICLE IX. 

GENERAL PROVISIONS


 


9.1.           Survival
of Representations. All representations and warranties of the Borrower contained in the Agreement shall survive delivery of the Notes
and the making of the Loans herein contemplated.


 


9.2.           Governmental
Regulation. Anything contained in the Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.


 






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9.3.           Taxes.
Any taxes (excluding taxes on the overall net income of any Lender) or other similar assessments or charges made by any governmental
or revenue authority in respect of the Loan Documents shall be paid by the Borrower, together with interest and penalties, if any.


 


9.4.           Headings.
Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.


 


9.5.           Entire
Agreement. The Loan Documents embody the entire agreement and understanding among the Borrower, the other Loan Parties, the Administrative
Agent and the Lenders and supersede all prior commitments, agreements and understandings among the Borrower, the other Loan Parties,
the Administrative Agent and the Lenders relating to the subject matter thereof.


 


9.6.           Several
Obligations; Benefits of the Agreement. The respective obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the Administrative Agent is authorized to act as such). The
failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.
The Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to the Agreement and
their respective successors and assigns.


 


9.7.           Expenses;
Indemnification. The Borrower shall reimburse the Administrative Agent for any costs, internal charges and out-of-pocket expenses
(including, without limitation, all reasonable fees for consultants and fees and reasonable expenses for attorneys for the Administrative
Agent, which attorneys may be employees of the Administrative Agent), paid or incurred by the Administrative Agent in connection with
the administration, amendment, modification, and enforcement of the Loan Documents, provided that reimbursement for such fees and expenses
for attorneys will be limited to one counsel for the Administrative Agent and, if applicable, one local counsel in each material jurisdiction
for the Administrative Agent. The Borrower also agrees to reimburse the Administrative Agent and the Lenders for any reasonable costs,
internal charges and out-of-pocket expenses (including, without limitation, all fees and reasonable expenses for attorneys for the Administrative
Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders), paid or incurred by the Administrative
Agent or any Lender in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout),
provided that reimbursement for such fees and expenses for attorneys will be limited to one additional counsel for all of the Lenders,
if applicable, one additional counsel per specialty area and one local counsel per applicable jurisdiction, and additional counsel as
necessary in the event of an actual or potential conflict of interest among the Lenders and the Administrative Agent. The Borrower further
agrees to indemnify the Administrative Agent, each Lender and their Affiliates, and their directors, employees, and officers against
all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and expenses
for attorneys of the indemnified parties, all expenses of litigation or preparation therefore whether or not the Administrative Agent,
or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to (i) the Agreement, (ii) the
entering into the Agreement, (iii) the establishment of the Facility, (iv) the other Loan Documents, (v) the Projects,
(vi) the Administrative Agent or any Lender as creditors in possession of Borrower’s information, (vii) the Administrative
Agent or any Lender as material creditors being alleged to have direct or indirect influence, (viii) the transactions contemplated
hereby, or (ix) the direct or indirect application or proposed application of the proceeds of any Loan hereunder, except to the
extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor
as determined in a final non-appealable judgment of a court of competent jurisdiction. The Borrower agrees not to assert any claim against
the Administrative Agent or any Lender, any of their respective Affiliates, or any of their or their respective Affiliates’ officers,
directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise
relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions
contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives,
any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from,
due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise
unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents
shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower
may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted
by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert
any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by the Borrower. The obligations
of the Borrower under this Section shall survive the termination of the Agreement.


 






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9.8.           Numbers
of Documents. If requested by the Administrative Agent, any statement, notice, closing document, or request hereunder shall be furnished
to the Administrative Agent with sufficient counterparts so that the Administrative Agent may furnish one to each of the Lenders.


 


9.9.           Accounting.
Except as provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder
shall be made in accordance with GAAP; provided that, if at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative
Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent
thereof in light of such change in GAAP (subject to the approval of the appropriate Lenders pursuant to Section 8.2); provided
further that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio
or requirement made before and after giving effect to such change in GAAP. Notwithstanding the preceding sentence, (i) the calculation
of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value
pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities and
(ii) all accounting terms, ratios and calculations shall be determined without giving effect to Accounting Standards Codification
842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related
interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital
lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately
prior to the effectiveness of the Accounting Standards Codification 842, provided that the Borrower shall provide to the Administrative
Agent and the Lenders financial statements and other documents reasonably requested by the Administrative Agent and
the Lenders setting forth a reconciliation between calculations of such ratio or requirement made in accordance with
GAAP and made without giving effect to Account Standards Codification 842.


 


9.10.         Severability
of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or
the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents
are declared to be severable.


 


9.11.         Nonliability
of Lenders. The relationship between the Borrower, on the one hand, and the Lenders and the Administrative Agent, on the other, shall
be solely that of borrowers and lender. Neither the Administrative Agent nor any Lender shall have any fiduciary responsibilities to
the Borrower. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower
of any matter in connection with any phase of the Borrower’s business or operations.


 






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9.12.         CHOICE
OF LAW. THE LOAN DOCUMENTS SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.


 


9.13.         CONSENT
TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK
STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE
AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE
BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT
IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK.


 


9.14.         WAIVER
OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


 


9.15.         USA
Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”), it is required to obtain, verify and record, and the Borrower shall promptly provide upon each request from the Administrative
Agent or a Lender, information that identifies the Borrower and the other Loan Parties, which information includes the name and address
of the Borrower and the other Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable,
to identify the Borrower and the other Loan Parties in accordance with the Patriot Act.


 


9.16.         Acknowledgement
and Consent to Bail-In of EEAAffected
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 EEA Financial Institution; and


 






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


 


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


 


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


 


(iii)           the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


9.17.         No
Novation.


 


(a)             Existing
Agreement. Upon satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2. of this Agreement, this Agreement
and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect
to the Existing Agreement, and the Existing Agreement shall be superseded in all respects, in each case, on a prospective basis only.


 


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


 


9.18.         Benchmark
Notification. The Administrative 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 USD 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 Section 3.3,
will be similar to, or produce the same value or economic equivalence of, USD LIBOR or any other benchmark or have the same volume or
liquidity as did USD LIBOR or any other benchmark rate prior to its discontinuance or unavailability.


 


.
The interest rate on Loans denominated in Dollars may be determined by reference to a benchmark rate that is, or may in the future become,
the subject of regulatory reform or cessation. The Administrative Agent does not warrant or accept responsibility for, and shall not
have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter
related to the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or
Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement
rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor
or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or
have the same volume or liquidity as, the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference
Rate, Adjusted Term SOFR or Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation
or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions
that affect the calculation of the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate,
Adjusted Term SOFR or Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant
adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services
in its reasonable discretion to ascertain the Alternate Base Rate, Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference
Rate, Adjusted Term SOFR or Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no
liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive,
incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity),
for any error or calculation of any such rate (or component thereof) provided by any such information source or service. The Administrative
Agent will, in keeping with industry practice, continue using its current rounding practices in connection with the Alternate Base Rate,
Daily Simple SOFR, Adjusted Daily Simple SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR. In connection with the
use or administration of Daily Simple SOFR and Term SOFR, the Administrative Agent will have the right to make Conforming Changes from
time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming
Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection
with the use or administration of Daily Simple SOFR and Term SOFR.


 






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9.19.         Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the
first date of its existence by the holders of its Capital Stock at such time.


 


9.20.         Confidentiality.
The Administrative Agent and each Lender shall use reasonable efforts to assure that information about Borrower, the other Loan Parties
and other Subsidiaries, and the Properties thereof and their operations, affairs and financial condition, not generally disclosed to
the public, which is furnished to the Administrative Agent or any Lender pursuant to the provisions of this Agreement or any other Loan
Document, is used only for the purposes of this Agreement and the other Loan Documents and shall not be divulged to any Person other
than the Administrative Agent, the Lenders, and their respective agents who are actively and directly participating in the evaluation,
administration or enforcement of the Loan Documents and other transactions between the Administrative Agent or such Lender, as applicable,
and the Borrower, but in any event the Administrative Agent and the Lenders may make disclosure: (a) to any of their respective
affiliates (provided they shall agree to keep such information confidential in accordance with the terms of this Section 9.20);
(b) as reasonably requested by any potential assignee, Participant or other transferee in connection with the contemplated transfer
of any Loan, Commitment or participations therein as permitted hereunder (provided they shall agree to keep such information confidential
in accordance with the terms of this Section); (c) as required or requested by any Governmental Authority or representative thereof
or regulator or pursuant to legal process or in connection with any legal proceedings; (d) to the Administrative Agent’s or
such Lender’s independent auditors, consultants, service providers and other professional advisors (provided they shall be notified
of the confidential nature of the information); (e) after the happening and during the continuance of a Default, to any other Person,
in connection with the exercise by the Administrative Agent or the Lenders of rights hereunder or under any of the other Loan Documents;
(f) upon Borrower’s prior consent (which consent shall not be unreasonably withheld), to any contractual counter-parties to
any swap or similar hedging agreement or to any rating agency; and (g) 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 or any Lender
on a nonconfidential basis from a source other than the Borrower or any Affiliate.


 






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9.21.         Material
Non-Public Information. (a) EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT
HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


(b)            ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR
IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO
THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 


ARTICLE X. 

THE ADMINISTRATIVE AGENT


 


10.1.         Appointment.
KeyBank National Association, is hereby appointed Administrative Agent hereunder and under each other Loan Document, and each of the
Lenders irrevocably authorizes the Administrative Agent to act as the agent of such Lender. The Administrative Agent agrees to act as
such upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative
Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any
Lender by reason of the Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in the Agreement and the other Loan Documents. In its capacity as the
Lenders’ contractual representative, the Administrative Agent (i) shall perform its duties with respect to the administration
of the Facility in the same manner as it does when it is the sole lender under this type of facility but does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of the term “secured
party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in the Agreement and the other Loan Documents. Each of the Lenders hereby agrees
to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty,
all of which claims each Lender hereby waives, provided that the Administrative Agent shall, in any case, not be released from liability
to the Lenders for damages or losses incurred by them as a result of the Administrative Agent’s gross negligence or willful misconduct.


 






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10.2.          Powers.
The Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Administrative
Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have
no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided
by the Loan Documents to be taken by the Administrative Agent.


 


10.3.          General
Immunity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower,
any other Loan Party, the Lenders or any Lender for (i) any action taken or omitted to be taken by it or them hereunder or under
any other Loan Document or in connection herewith or therewith except for its or their own gross negligence or willful misconduct or,
in the case of the Administrative Agent, its breach of an express obligation under the Agreement; or (ii) any determination by the
Administrative Agent that compliance with any law or any governmental or quasi-governmental rule, regulation, order, policy, guideline
or directive (whether or not having the force of law) requires the Advances and Commitments hereunder to be classified as being part
of a “highly leveraged transaction”.


 


10.4.          No
Responsibility for Loans, Recitals, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made
in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements
of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to
each Lender; (iii) the satisfaction of any condition specified in Article IV, except receipt of items required to be
delivered to the Administrative Agent; (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument
or writing furnished in connection therewith; (v) the value, sufficiency, creation, perfection, or priority of any interest in any
collateral security; or (vi) the financial condition of the Borrower or any other Loan Party. Except as otherwise specifically provided
herein, the Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the
Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in
its capacity as Administrative Agent or in its individual capacity).


 


10.5.          Action
on Instructions of Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written instructions signed by the required percentage of the Lenders
needed to take such action or refrain from taking such action, and such instructions and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to
take any discretionary action permitted to be taken by it pursuant to the provisions of the Agreement or any other Loan Document unless
it shall be requested in writing to do so by the Required Lenders or the Required Class Lenders, as applicable. The Administrative
Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its reasonable satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may
incur by reason of taking or continuing to take any such action.


 


10.6.          Employment
of Agents and Counsel. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other
Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or
securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by
it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency
hereby created and its duties hereunder and under any other Loan Document.


 






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10.7.          Reliance
on Documents; Counsel. The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit,
letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper
person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel
may be employees of the Administrative Agent.


 


10.8.          Administrative
Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Percentage (i) for any amounts not reimbursed by the Borrower for which the Administrative Agent
is entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any other expenses incurred by the Administrative
Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents,
if not paid by Borrower and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions
contemplated thereby (including without limitation, for any such amounts incurred by or asserted against the Administrative Agent in
connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement
of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct or a breach of the Administrative Agent’s express obligations and undertakings
to the Lenders. The obligations of the Lenders and the Administrative Agent under this Section 10.8 shall survive payment
of the Obligations and termination of the Agreement.


 


10.9.          Rights
as a Lender. In the event the Administrative Agent is a Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document as any Lender and may exercise the same as though it were not the Administrative Agent, and the term
 “Lender” or “Lenders” shall, at any time when the Administrative Agent is a Lender, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. The Administrative Agent may accept deposits from, lend money
to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by the Agreement
or any other Loan Document, with the Parent, the Borrower or any of their respective Subsidiaries in which the Parent, the Borrower or
such Subsidiaries are not restricted hereby from engaging with any other Person. The Administrative Agent, in its individual capacity,
is not obligated to remain a Lender.


 


10.10.        Lender
Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other
Lender and based on the financial statements prepared by the Parent and/or the Borrower, as applicable, and such other documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into the Agreement and the other Loan Documents.
Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Agreement and the other Loan Documents.


 






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10.11.        Successor
Administrative Agent. Except as otherwise provided below, KeyBank National Association shall at all times serve as the Administrative
Agent during the term of this Agreement. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders
and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative
Agent has been appointed, forty-five days after the retiring Administrative Agent gives notice of its intention to resign (except that
in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the
Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed). The Administrative Agent may be removed at any time if the Administrative Agent (i) is found
by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence, bad faith or willful misconduct
in the course of performing its duties hereunder or (ii) has become a Defaulting Lender under clause (d) of the definition
of such term by written notice received by the Administrative Agent from the Required Lenders (but excluding, for purposes of calculating
the percentage needed to constitute Required Lenders in such instance, the Commitment of the Administrative Agent from the Aggregate
Commitment and the Advances held by the Administrative Agent from the total outstanding Advances), such removal to be effective on the
date specified by such Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, with approval of the
Borrower (so long as no Default shall then be in existence), which such approval shall not be unreasonably withheld or delayed, to appoint,
on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and, if applicable, so approved by the Borrower, within forty-five days after the resigning Administrative
Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower
and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without
the consent of any Lender (but, so long as no Default shall then be in existence, with the consent of the Borrower), appoint any of its
Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been
removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent
hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes
shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor
Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall in all events be a commercial bank having
capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal
of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder
and under the Loan Documents arising from and after such date (except that in the case of any collateral security held by the Administrative
Agent on behalf of the Lenders and the Issuing Bank under any of the Loan Documents, the resigning or removed Administrative Agent shall
continue to hold such collateral security until such time as a successor Administrative Agent is appointed). After the effectiveness
of the resignation or removal of an Administrative Agent, the provisions of this Article X shall continue in effect for the
benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative
Agent hereunder and under the other Loan Documents.


 


10.12.        Notice
of Defaults. If a Lender becomes aware of a Default or Unmatured Default, such Lender shall notify the Administrative Agent of such
fact provided that the failure to give such notice shall not create liability on the part of a Lender. Upon receipt of such notice that
a Default or Unmatured Default has occurred or upon it otherwise having actual knowledge of any Default or Unmatured Default, the Administrative
Agent shall notify each of the Lenders of such fact.


 


10.13.        Requests
for Approval. If the Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and
either approve or disapprove definitively in writing to the Administrative Agent within ten Business Days (or sooner if such notice specifies
a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its
request for an earlier response) after such written request from the Administrative Agent. If the Lender does not so respond, that Lender
shall be deemed to have approved the request, unless the consent or approval of affected Lenders or such Lender is required for the requested
action as provided under any of clauses (i) through (xiv) of Section 8.2(b), in which event failure to so
respond shall not be deemed to be an approval of such request.


 






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


 


(a)             Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 8.2.


 


(b)             Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the
Administrative Agent from a Defaulting Lender pursuant to Section 11.1 shall be applied at such time or times as may be determined
by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of
any amounts owing by such Defaulting Lender to the Issuing Bank hereunder; third, in the case of a Defaulting Lender that is a
Revolving Lender, to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance
with subsection (e) below; fourth, as the Borrower may request (so long as no Default or Unmatured Default exists),
to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement,
as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined
by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize
the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Facility Letters of Credit
issued under this Agreement, in accordance with subsection (e) below; sixth, to the payment of any amounts owing to
the Lenders or the Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing
Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh,
so long as no Default or Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of
a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such
Defaulting Lender under Section 2A.6 in respect of Facility Letters of Credit (such amounts “L/C Disbursements”),
in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related
Facility Letters of Credit were issued at a time when the conditions set forth in Article IV were satisfied or waived, such payment
shall be applied solely to pay, as applicable, the Loans of, and L/C Disbursements 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 Disbursements owed to, such Defaulting Lender until such time as
all Loans and funded and unfunded participations in Facility Letter of Credit Obligations are held by the Lenders pro rata in accordance
with their respective Revolving Percentages (determined without giving effect to the immediately following subsection (d)), as applicable.
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 subsection shall be deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto.


 






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(c)             Certain
Fees.


 


(i)             No
Defaulting Lender that is a Revolving Lender shall be entitled to receive any fee payable under Section 2.4 or 2.5, as applicable,
for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender).


 


(ii)            Each
Defaulting Lender that is a Revolving Lender shall be entitled to receive the fee payable under Section 2A.8(a) for any period
during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Percentage of the stated amount of Facility
Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).


 


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


 


(d)             Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Facility Letter
of Credit Obligations shall be reallocated among the Non-Defaulting Lenders that are Revolving Lenders in accordance with their respective
Revolving Percentages (determined without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that
such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender that is a Revolving Lender to exceed
such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim
of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of
a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(e)             Cash
Collateral.


 


(i)             If
the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the
Borrower shall, without prejudice to any right or remedy available to it hereunder or under law Cash Collateralize the Issuing Bank’s
Fronting Exposure in accordance with the procedures set forth in this subsection.


 


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


 


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


 






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


 


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


 


(f)             Defaulting
Lender Cure. If the Borrower and the Administrative Agent, and in the case of a Defaulting Lender that is a Revolving Lender and
the Issuing Bank, agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties
hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include
arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding
Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and
funded and unfunded participations in Facility Letters of Credit to be held pro rata by the Lenders in accordance with their respective
Revolving Percentages (determined without giving effect to the immediately preceding subsection (d)), as applicable, whereupon such
Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued
or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.


 


(g)             New
Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any new Facility
Letter of Credit or, extend, renew or increase any outstanding Facility Letter of Credit unless the Defaulting Lender’s participation
in such new Facility Letter of Credit and all outstanding Facility Letters of Credit, as applicable, has been (i) reallocated in
accordance with Section 10.14(d) or (ii) Cash Collateralized in accordance with Section 10.14(e).


 






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10.15.        Additional
Agents. None of the Documentation Agents or the Syndication Agent as designated on the cover of the Agreement have any rights or
obligations under the Loan Documents as a result of such designation or of any actions undertaken in such capacity, such parties having
only those rights or obligations arising hereunder in their capacities as a Lender.


 


10.16.        Erroneous
Payments.


 


(a)               Each
Lender, each Issuing Bank and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which
such notice shall be conclusive absent manifest error) such Lender or Issuing Bank or any other Person that has received funds from the
Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender or Issuing Bank (each such recipient,
a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received
by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient
(whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative
Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice
of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment
or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the
Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that
such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each
case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 10.16(a),
whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and
collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such
error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative
Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not
assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without
limitation waiver of any defense based on “discharge for value” or any similar doctrine.


 


(b)              Without
limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall
promptly notify the Administrative Agent in writing of such occurrence.


 


(c)               In
the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative
Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand
from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment
on its behalf to), promptly, but in all events no later than two Business Days thereafter, return to the Administrative Agent the amount
of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received,
together with interest thereon 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 Administrative Agent at the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from
time to time in effect.


 






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(d)               In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate
of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then
at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such
Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments)
of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”)
to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate
in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify)
(such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency
Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party
hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment
Deficiency Assignment. Without limitation of its rights hereunder, the Administrative Agent may cancel any Erroneous Payment Deficiency
Assignment at any time by written notice to the applicable assigning Lender and upon such revocation all of the Loans assigned pursuant
to such Erroneous Payment Deficiency Assignment shall be reassigned to such Lender without any requirement for payment or other consideration.
The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any
requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions
of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 12.1. and (3) the
Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.


 


(e)               Each
party hereto hereby agrees that (x) in the event 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 Administrative Agent (1) shall be subrogated to
all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all
amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative
Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 10.16
or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall
not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations
owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect
to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other
Loan Party for the purpose of making for a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any
way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited,
and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment
or satisfaction had never been received.


 


(f)                Each
party’s obligations under this Section 10.16 shall survive the resignation or replacement of the Administrative Agent
or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


(g)               Nothing
in this Section 10.16 will constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s
receipt of an Erroneous Payment.


 






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ARTICLE XI. 

SETOFF; RATABLE PAYMENTS


 


11.1.          Setoff.
In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Default occurs and is continuing, any
and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other
Indebtedness at any time held or owing by any Lender or any of its Affiliates to or for the credit or account of the Borrower may be
offset and applied toward the payment of the Obligations owing to such Lender at any time prior to the date that such Default has been
fully cured, whether or not the Obligations, or any part hereof, shall then be due. Notwithstanding anything to the contrary in this
Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately
to the Administrative Agent for further application in accordance with the provisions of Section 10.14 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent,
the Issuing Bank and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing
in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.


 


11.2.          Ratable
Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its Loans (other
than payments received pursuant to Sections 3.1, 3.2, 3.4 or 3.5) and such payment should be distributed to the Lenders
in accordance with Section 2.23 or 8.5, as applicable, such Lender agrees, promptly upon demand, to purchase a portion
of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender,
whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for
its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary
such that all Lenders share in the benefits of such collateral ratably in proportion to their Loans in accordance with Section 2.23
or 8.5, as applicable. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments
shall be made.


 


ARTICLE XII. 

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


 


12.1.          Successors
and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights
or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 12.3.
The parties to the Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments
and does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any
Lender of all or any portion of its rights under the Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender
which is a fund, any pledge or assignment of all or any portion of its rights under the Agreement and any Note to its trustee in support
of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3.
The Administrative Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof
unless and until such Person complies with Section 12.3; provided, however, that the Administrative Agent may in its discretion
(but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating
to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to
be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making
such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence
thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan.


 






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12.2.        Participations.


 


(i)             Permitted
Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell
to one or more banks, financial institutions, pension funds, or any other funds or entities (other than the Borrower or any of the Borrower’s
Affiliates, a Defaulting Lender, or a natural person (or holding company, investment vehicle or trust for, or owned and operated for
the primary benefit of, a natural person)) (“Participants”) participating interests in any Loan owing to such Lender, any
Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of
any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall
remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such
Lender shall remain the holder of any such Note for all purposes under the Loan Documents, all amounts payable by the Borrower under
the Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Administrative
Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under
the Loan Documents. 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. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1,
3.2 and 3.5 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to Section 12.1; provided that such Participant shall not be entitled to receive any greater payment under
Sections 3.1, 3.2 and 3.5, with respect to any participation, than its participating Lender would have been entitled to receive, except
to the extent such entitlement to receive a greater payment results from a Change that occurs after the Participant acquired the applicable
participation.


 


(ii)             Voting
Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment
in which such Participant has an interest which would require consent of affected Lenders or such Lender pursuant to the terms of any
of clauses (i) through (xiv) of Section 8.2(b).


 






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(iii)             Benefit
of Setoff. The Borrower agrees that each Participant which has previously advised the Borrower in writing of its purchase of a participation
in a Lender’s interest in its Loans shall be deemed to have the right of setoff provided in Section 11.1 in respect
of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under the Loan Documents. Each Lender shall retain the right of setoff provided in Section 11.1
with respect to the amount of participating interests sold to each Participant, provided that such Lender and Participant may not
each setoff amounts against the same portion of the Obligations, so as to collect the same amount from the Borrower twice. The Lenders
agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees
to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance
with Section 11.2 as if each Participant were a Lender.


 


12.3.        Assignments.


 


(i)             Permitted
Assignments. Any Lender may, in accordance with applicable law, at any time assign to any Eligible Assignee, without any approval
from the Borrower except as provided in the definition thereof and set forth in this Section 12.3 (any such assignees being
referred to herein as “Purchasers”), all or any portion (greater than or equal to $5,000,000 for each assignee, so
long as the hold position of the assigning Lender is not less than $5,000,000) of its rights and obligations under the Loan Documents.
Notwithstanding the foregoing, no approval of the Borrower shall be required for any such assignment if a Default has occurred and is
then continuing. Such assignment shall be substantially in the form of Exhibit G hereto or in such other form as may be agreed
to by the parties thereto (an “Assignment Agreement”). The consent of the Administrative Agent shall be required prior to
an assignment becoming effective with respect to a Purchaser (x) in the case of an assignment by a Revolving Lender, which is not
a Revolving Lender or an Affiliate thereof or a fund related thereto and (y) in the case of an assignment by a Term Lender, which
is not a Lender or an Affiliate thereof or fund related thereto. Such consent shall not be unreasonably withheld or delayed.


 


(ii)             Effect;
Effective Date. Upon (i) delivery to the Administrative Agent of a notice of assignment, substantially in the form attached
as Exhibit “I” to Exhibit G hereto (a “Notice of Assignment”), together with any consents
required by Section 12.3(i), and (ii) payment of a $3,500 fee by the assignor or assignee to the Administrative Agent
for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment.
The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the
purchase of the Commitment and Loans under the applicable assignment agreement are “plan assets” as defined under ERISA and
that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On
and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to the Agreement and any other
Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent
shall be required to release the transferor Lender, and the transferor Lender shall automatically be released on the effective date of
such assignment, with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation
of any assignment to a Purchaser pursuant to this Section 12.3(ii), the transferor Lender, the Administrative Agent and the
Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting its Commitment, as adjusted pursuant to
such assignment.


 






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


 


(iv)             Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (such agency being solely for tax purposes),
shall maintain at the Administrative Agent’s office a copy of each Notice of Assignment (and attached Assignment Agreement) and
a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest)
of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in
the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. 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.


 


12.4.        Dissemination
of Information. The Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law and any actual party to any swap, derivative or other transaction under which payments
are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder (each a “Transferee”)
and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Borrower
and its Subsidiaries.


 


12.5.        Tax
Treatment. If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction
other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness
of such transfer, to comply with the provisions of Section 3.5.


 






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ARTICLE XIII. 

NOTICES


 


13.1.          Giving
Notice. Except as otherwise permitted by Section 2.14 with respect to borrowing noticesBorrowing
Notices, all notices and other communications provided to any party hereto under the Agreement or any other Loan Document
shall be in writing and addressed or delivered to such party at its address set forth below its signature hereto or at such other address
(or to counsel for such party) as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly
addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when
transmitted.


 


13.2.          Change
of Address. The Borrower, the Administrative Agent and any Lender may each change the address for service of notice upon it by a
notice in writing to the other parties hereto.


 


13.3.          Electronic
Delivery of Information.


 


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


 


(b)              Documents
required to be delivered pursuant to Article II. may be delivered electronically to a website provided for such purpose by the Administrative
Agent pursuant to the procedures provided to the Borrower and the Lenders by the Administrative Agent.


 


ARTICLE XIV. 

COUNTERPARTS


 


This Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute
this Amendment by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Administrative
Agent and the Lenders and each party has notified the Administrative Agent, either by electronic transmission by email with a pdf copy
or other electronic reproduction of an executed page attached or by telephone, that it has taken such action.


 






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ARTICLE XV. ACKNOWLEDGEMENT
REGARDING ANY SUPPORTED QFCS


 


15.1.         Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Related Swap
Obligations or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to
be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 


(a)             In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


(b)             As
used in this Section 15.1, the following terms have the following meanings:


 


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


 


“Covered Entity” means any
of the following:


 


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



 


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


 






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


 


ARTICLE XVI. NON-RECOURSE TO PARENT


 


Except to the extent set
forth in the Springing Guaranty and subject to the limitations described below, notwithstanding anything to the contrary set forth in
this Agreement or in any of the other Loan Documents, recourse for the Obligations of the Borrower under this Agreement and the other
Loan Documents are non-recourse to the Parent as a result of its capacity as the general partner of the Borrower, provided that the foregoing
shall not limit any recourse to the Borrower and the other Guarantors and their respective assets, whether now owned or hereafter acquired.
Agent and the Lenders agree that the Parent shall not be liable for any of the Obligations of the Borrower under this Agreement or the
other Loan Documents as a result of its status as the general partner of the Borrower. Notwithstanding the foregoing, (a) if a Default
occurs, nothing in this Article XVI shall in any way prevent or hinder the Administrative Agent or the Lenders in the pursuit or
enforcement of any right, remedy, or judgment against the Borrower or any of the other Guarantors, or any of their respective assets;
(b) nothing herein shall be deemed a waiver, release or impairment of the Obligations or any Lien securing the Obligations or affect
the validity or enforceability of the Loan Documents; (c) the Parent shall be fully liable to the Administrative Agent and the Lenders
to the same extent that Parent would be liable absent the foregoing provisions of this Article XVI for fraud or willful misrepresentation
by the Parent (or by the Borrower or any other Loan Party to the extent relating to the Compliance Certificate, financial statements
or other reporting of or with respect to the Parent under Section 6.1, or to the extent that the Parent was acting on behalf of
the Borrower or such other Loan Party in its capacity as the general partner (as is the case, without limitation, with respect to the
Borrower and this Agreement and representations and warranties made pursuant hereto or required hereunder) or the indirect sole member
or manager of such other Loan Party) (to the full extent of losses suffered by the Administrative Agent or any Lender by reason of such
fraud or willful misrepresentation); and (d) nothing in this Article XVI shall be deemed to be a waiver of any right which
Agent may have under §506(a), 506(b), 1111(b) or any other provision of the United States Bankruptcy Code, Title 11, U.S.C.A.
(as amended from time to time), or any successor thereto or similar provisions under applicable state law to file a claim against the
Borrower or any of the other Guarantors for the full amount of the Obligations. Nothing herein shall waive, relieve, reduce or impair
any Obligation of the Parent under the Springing Guaranty.


 


(Remainder of page intentionally left
blank.)


 






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IN WITNESS WHEREOF, the Borrower,
the Lenders and the Administrative Agent have executed this Fifth Amended and Restated Credit Agreement as of the date first above written.


 


 


	 	KITE REALTY GROUP, L.P., a Delaware
    limited partnership (successor by merger to RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation)
	 	 
	 	By:	Kite Realty Group Trust, a Maryland
    corporation, its sole General Partner
	 	 
	 	 	By: 	 
	 	 	 	Print Name:	 
	 	 	 	Title:	 
	 	 	 	 	 	 
	 	c/o Kite Realty Group Trust 
	 	30 S. Meridian Street, Suite 1100 
	 	Indianapolis, Indiana 46204 
	 	Attn: Chief Financial Officer 
	 	Telephone:	(317) 577-5600 
	 	Telecopy:	(317) 577-5605
	 	 
	 	with a copy to:
	 	 
	 	Hogan Lovells US LLP 
	 	555 13th Street, N.W. 
	 	Washington, D.C. 20004 
	 	Attn: David Bonser 
	 	Telephone:	(202) 637-5868 
	 	Telecopy:	(202) 637-5910




 


Signature Page to Credit
Agreement


 






    S-1


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION, individually
    and as Administrative Agent
	 	 
	 	 
	 	By: 	 
	 	 	Print Name: 	 
	 	 	Title:	 	 
	 	 
	 	KeyBank Real Estate Capital 
	 	1200 Abernathy Road, N.E., Suite 1550 
	 	Atlanta, Georgia 30328 
	 	Phone: (770) 510-2160 
	 	Facsimile: (770) 510-2195 
	 	Attention: James Komperda




 


Signature Page to Credit Agreement


 






    S-2


     


    

 





	 	BANK OF AMERICA, N.A.
	 	 
	 	By: 	 	 
	 	 	Print Name: 	 
	 	 	Title: 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Phone:	 	 
	 	Facsimile:	 	 
	 	Attention:	 	 







 


Signature Page to Credit Agreement


 






    S-3


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	 
	 	By:	 
	 	 	Print Name: 	 
	 	 	Title:	 	 
	 	 	 
	 	10 South Wacker Drive, 32nd
    Floor 
	 	Chicago, Illinois 60606 
	 	Phone: (312) 269-4818 
	 	Facsimile: (312) 782-0969 
	 	Attention: Scott Solis







 


Signature Page to Credit Agreement


 






    S-4


     


    

 





	 	[LENDER]
	 	 
	 	By: 	 	 
	 	 	Print Name: 	 
	 	 	Title: 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Phone:	 	 
	 	Facsimile:	 	 
	 	Attention:	 	 


 


Signature Page to Credit Agreement


 






    S-5


     


    

 


SCHEDULE I


 


COMMITMENTS


 


	Lender	Revolving
    Commitment

Amount	Term
    Commitment

Amount
	KeyBank
    National Association	$80,000,000.0090,000,000.00	$75,000,000.00
	Bank
    of America, N.A.	$80,000,000.00105,000,000.00	$0.00
	Wells
    Fargo Bank, National Association	$80,000,000.0090,000,000.00	$0.00
	Capital
    One, National Association	$72,000,000.0080,000,000.00	$75,000,000.00
	PNC
    Bank, National Association	$72,000,000.0080,000,000.00	$75,000,000.00
	Regions
    Bank	$72,000,000.0095,000,000.00	$0.00
	TD
    Bank, N.A.	$72,000,000.0080,000,000.00	$75,000,000.00
	JPMorgan
    Chase Bank, N.A.	$72,000,000.0095,000,000.00	$0.00
	U.S.
    Bank National Association	$60,000,000.0075,000,000.00	$0.00
	Citibank,
    N.A.	$60,000,000.0080,000,000.00	$0.00
	The
    Bank of Nova Scotia	$60,000,000.0080,000,000.00	$0.00
	Truist
    Bank	$50,000,000.0065,000,000.00	$0.00
	Goldman
    Sachs Bank USA	$65,000,000.00	$0.00
	Associated
    Bank, N.A.	$20,000,000.00	$0.00
	Totals	$850,000,000.001,100,000,000.00	$300,000,000


 






     


     


    

 


EXHIBIT A


 


APPLICABLE
MARGINS AND FACILITY FEE PERCENTAGES


 


Prior to theFrom
and after the Second Amendment Effective Date, until (but not including) the Revolving Facility Investment Grade RatingGrid
Election Date, the interest due hereunder with respect to the Revolving
Advances shall vary from time to time and shall be determined by reference to the Class ofType
of Revolving Advance and the then-current Leverage Ratio and the Facility Fee Percentage shall be similarly determined. Any
such change in the Applicable Margins and Facility Fee Percentage shall be made on the fifth (5th) day subsequent to the date
on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.1(v) with respect to the preceding
fiscal quarter of Borrower, provided that the Administrative Agent does not in good faith object to the information provided in such
certificate. In the event any such Compliance Certificate is not delivered by Borrower when due under Section 6.1(v) the
Administrative Agent shall have the right, if so directed by the Required Class Lenders for such Class of AdvanceRevolving
Advances, to increase the Applicable Margins and Facility Fee Percentage to the next higher level until such Compliance Certificate
is delivered, by delivering written notice thereof to Borrower. Such changes shall be given prospective effect only, and no recalculation
shall be done with respect to interest or Facility Letter of Credit Fees accrued prior to the date of such change in the Applicable Margins.
If any such Compliance Certificate shall later be determined to be incorrect and as a result higher Applicable Margins should have been
in effect for any period, Borrower shall pay to the Administrative Agent for the benefit of the Revolving
Lenders all additional interest and fees which would have accrued if the original Compliance Certificate had been correct,
as shown on an invoice to be prepared by the Administrative Agent and delivered to Borrower, on the next Payment Date following delivery
of such invoice or on demand of the Administrative Agent if the Aggregate Commitments have terminated. TheWith
respect to all such Revolving Advances during such period, the per annum Applicable Margins thatfor
(i) Floating Rate Advances will be either added to the Alternate Base Rate to determine the Floating
Rate or, and (ii) SOFR
Advances will be added to LIBOR Base RateAdjusted
Daily Simple SOFR or Adjusted Term SOFR for any Interest Period, as applicable, to determine the LIBOR Rate for any
LIBORinterest rate applicable
to Daily Simple SOFR Advances or Term SOFR Advances for such Interest Period,
as the case may be, and the Facility Fee Percentage shall be determined as follows:


 


	 
Leverage Ratio
	 	Applicable


 Margin for

 SOFR Revolving 

Advances
	 	 	Facility Fee 

Percentage	 	 	Applicable


 Margin for

 Floating

 Rate 

Revolving 

Advances
	 
	<35%	 	 	1.05	%	 	 	0.15	%	 	 	0.05	%
	>35%, <40%	 	 	1.10	%	 	 	0.15	%	 		0.10	%
	>40%, <45%	 	 	1.15	%	 	 	0.20	%	 		0.15	%
	>45%, <50%	 	 	1.25	%	 	 	0.20	%	 		0.25	%
	>50%, <55%	 	 	1.30	%	 	 	0.30	%	 		0.30	%
	>55%, <60%	 	 	1.50	%	 	 	0.30	%	 		0.50	%
	>60%	 	 	1.50	%	 	 	0.30	%	 		0.50	%








 






     


     


    

 


On, and at all times after,
(X) the Revolving
Facility Investment Grade Rating DateGrid
Election Date with respect to Revolving Advances and (Y) the Second Amendment Effective Date with respect to Term Advances,
the Applicable Margins thereafter shall vary from time to time and shall be determined by reference to the Class and
Type of Advance and the then-current Credit Ratings of Borrower, and the Facility Fee Percentage shall be similarly determined.
Any subsequent change in any of the Borrower’s Credit Ratings (including,
without limitation, due to the Borrower ceasing to have an applicable Credit Rating) which would cause a different level to
be applicable shall be effective as of the first day of the first calendar month immediately following the month in which the Administrative
Agent receives written notice delivered by the Borrower that such change in a Credit Rating has occurred; provided, however, if the Borrower
has not delivered the notice required but the Administrative Agent becomes aware that any of the Borrower’s Credit Ratings have
changed, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following the
date the Administrative Agent becomes aware of such change in Borrower’s Credit Ratings. TheWith
respect to all such Revolving Advances and Term Advances during such applicable period, the per annum Applicable Margins thatfor
(i) Floating Rate Advances will be either added to the Alternate Base Rate to determine the Floating
Rate or, and (ii) SOFR
Advances will be added to LIBOR Base RateAdjusted
Daily Simple SOFR or Adjusted Term SOFR for any Interest Period, as applicable, to determine the LIBOR Rate for any
LIBORinterest rate applicable
to Daily Simple SOFR Advances or Term SOFR Advances for such Interest Period,
as the case may be, and the Facility Fee Percentage shall be determined as follows:


 


	 
Credit
                                            Rating (S&P
 and Moody’s)
	 	Applicable
 Margin
                                            for 
 SOFR
                                            
 Revolving
 Advances
	 	 	Applicable

    Margin for
 SOFR Term 
 Advances	 	 	Applicable
 Margin
                                            for
 Floating 
 Rate 
 Revolving 
 Advances
	 	 	Applicable

    Margin for 
 Floating 
 Rate Term 
 Advances	 	 	Facility Fee
 Percentage	 
	At least A- or A3	 	 	0.725	%	 	 	1.15	%	 	 	0.00	%	 	 	0.15	%	 	 	0.125	%
	At least BBB+ or Baa1	 	 	0.775	%	 	 	1.15	%	 	 	0.00	%	 	 	0.15	%	 	 	0.15	%
	At least BBB or Baa2	 	 	0.850	%	 	 	1.25	%	 	 	0.00	%	 	 	0.25	%	 	 	0.20	%
	At least BBB- or Baa3	 	 	1.05	%	 	 	1.65	%	 	 	0.05	%	 	 	0.65	%	 	 	0.25	%
	Below BBB- and Baa3	 	 	1.40	%	 	 	2.20	%	 	 	0.40	%	 	 	1.20	%	 	 	0.30	%








 


If each of the rating agencies assigns
a Credit Rating which correspondsat
any time the Borrower has been assigned two (2) applicable Credit Ratings which correspond to different levels in the
above table, the Applicable Margins and Facility Fee Percentage will be determined based on the level corresponding to the higher Credit
Rating of the two (2) assigned
Credit Ratings. If either of the rating agencies ceases to assign a;
provided, that if the higher applicable Credit Rating to the Borrowerand
the lower applicable Credit Rating are more than one level apart, the Applicable MarginsMargin
and Facility Fee Percentage will be determined based on the Credit
Rating that is one level below the higher applicable Credit Rating. If at any time the Borrower has been assigned three (3) applicable
Credit Ratings which correspond to different levels in the above table, then (A) if the difference between the highest and the lowest
levels of such Credit Ratings is one level apart (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), then the Applicable Margin
and Facility Fee Rate will be determined based on the level corresponding to the Credit Rating assigned by the other
rating agency. During any period after the Investment Grade Rating Date in which the Borrower ceases to be rated by both rating agencies,highest
of such Credit Ratings, and (B) if the difference between such applicable Credit Ratings is two or more levels apart (e.g. Baa1
by Moody’s and BBB- by S&P or Fitch), then the Applicable MarginsMargin
and Facility Fee Percentage shallRate
will be determined based on
the level that corresponds to the average of the two (2) highest applicable Credit Ratings, provided that if such average Credit
Rating does not correspond to a level in the above table, then the then the Applicable Margin and Facility Fee Rate will be determined
based on the level that corresponds to the second highest applicable Credit Rating then assigned to the Borrower. If at any time the
Borrower has been assigned only one Credit Rating, and such Credit Rating is from Moody’s or S&P, then the Applicable Margin
and Facility Fee Rate will be determined based on the level that corresponds to such applicable Credit Rating; however, if the Borrower
has not been assigned (or at any time ceases to have) a Credit Rating from Moody’s or S&P, then (regardless of whether the
Borrower has been assigned a Credit Rating from Fitch), the Applicable Margin and Facility Fee Rate will be determined based on
a Credit Rating of “Below BBB- and Baa3”, effective in each case as of the first day of the first calendar month
immediately following the month in which the Administrative Agent receives written notice delivered by the Borrower that such cessation
has occurred; provided, however, if the Borrower has not delivered the notice required but the Administrative Agent becomes aware of
such cessation, then the Administrative Agent shall adjust the level effective as of the first day of the first calendar month following
the date the Administrative Agent becomes aware of such cessation..


 






     


     


    

 


Notwithstanding the foregoing,
if at the end of any fiscal year the Borrower meets the Sustainability Metric Target (as defined below) for such fiscal year, then from
and after the fifth (5th) Business Day following the date the Borrower provides to the Administrative Agent a notice substantially
in the form of Exhibit H (the “Sustainability Grid Notice”) demonstrating that the Sustainability Metric Target for
such fiscal year was satisfied, the Applicable Margins shall decrease by 0.01% (but not to below zero percent per annum) from the Applicable
Margins that would otherwise be applicable; provided that (x) at no time shall the reduction in the Applicable Margins resulting
from the delivery of the Sustainability Grid Notice exceed 0.01% and (y) on each anniversary of such change to the Applicable Margins,
the Applicable Margins shall automatically revert to the original grid set forth above unless and until the Borrower delivers a Sustainability
Grid Notice to the Administrative Agent indicating that the Sustainability Metric Percentage for the preceding fiscal year has been satisfied.
Each party hereto hereby agrees that the Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing,
auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Metric Target or any Sustainability Metric (or
any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Grid Notice. The
Administrative Agent may rely conclusively on any Sustainability Grid Notice delivered by the Borrower without any responsibility to
verify the accuracy thereof.


 


“Sustainability Baseline”
as of any determination date shall mean the Sustainability Metric for the Sustainability Metric Base Year, as such amount shall be adjusted
to reflect dispositions or acquisitions of Properties or assets by the Borrower or any of its Subsidiaries, since the Sustainability
Metric Base Year, in accordance with GHG Protocol Corporate Reporting and Accounting Standard. As of the Agreement Effective Date, the
Sustainability Baseline is 8,422.97 tonnes CO2e.


 


“Sustainability Metric”
means for any fiscal year of the Borrower, (a) the total Direct (Scope 1) & Energy Direct (Scope 2) Greenhouse Gas Emissions
(“GHG Emissions”), measured in metric tons CO2 (carbon dioxide) equivalent (“CO2e”), of the Borrower and its
Subsidiaries during such fiscal year (determined and calculated according to the GHG Protocol Corporate Reporting and Accounting Standard
using the Control Approach for defining relevant emissions sources) minus (b) qualified emissions offsets (such as renewable energy
certificates (RECs)) of the Borrower and its Subsidiaries during such fiscal year (including any such offsets in which the Borrower or
any of its Subsidiaries has an interest including as a result of purchasing environmental attributes of projects other than those owned
directly by the Borrower or any of its Subsidiaries), GHG Emissions will be quantified after the end of each fiscal year based on invoice
data.


 


“Sustainability Metric
Base Year” means the calendar year ended on December 31, 2019.


 


“Sustainability Metric
Target” means, with respect to any fiscal year of the Borrower, the Sustainability Metric, specified in the table below for the
corresponding fiscal year specified below:


 


	Reporting Year	Sustainability
    Metric Target
	2021	99%
    of the Sustainability Baseline
	2022	98%
    of the Sustainability Baseline
	2023	97%
    of the Sustainability Baseline
	2024	96%
    of the Sustainability Baseline
	2025
    and thereafter	95%
    of the Sustainability Baseline